FT 408
487, 2000-04-19
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                                      Registration No.  333-34446
                                           1940 Act No. 811-05903

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                   Amendment No. 2 to Form S-6

 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
       OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

A.   Exact name of trust:

                             FT 408

B.   Name of depositor:

                      NIKE SECURITIES L.P.

C.   Complete address of depositor's principal executive offices:

                      1001 Warrenville Road
                     Lisle, Illinois  60532

D.        Name and complete address of agents for service:

                                        Copy to:
     JAMES A. BOWEN                     ERIC F. FESS
     c/o Nike Securities L.P.           c/o Chapman and Cutler
     1001 Warrenville Road              111 West Monroe Street
     Lisle, Illinois  60532             Chicago, Illinois 60603

E.   Title of Securities Being Registered:

     An indefinite number of Units pursuant to Rule 24f-2
     promulgated under the Investment Company Act of 1940, as
     amended


F.   Approximate date of proposed sale to public:

     As soon as practicable after the effective date of the
     Registration Statement.

|XXX|Check  box  if it is proposed that this filing  will  become
     effective on April 19, 2000 at 2:00 p.m. pursuant to Rule 487.

                ________________________________


                  FUNDAMENTAL VALUE PORTFOLIO, SERIES 2

                                 FT 408

FT 408 is a series of a unit investment trust, the FT Series. FT 408
consists of a single portfolio known as Fundamental Value Portfolio,
Series 2 (the "Trust"). The Trust invests in a diversified portfolio of
common stocks ("Securities") of companies which, in our opinion, are
undervalued in today's market. The objective of the Trust is to provide
above-average capital appreciation.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                   First Trust (registered trademark)

                             1-800-621-9533


              The date of this prospectus is April 19, 2000


Page 1


                   Table of Contents

Summary of Essential Information                         3
Fee Table                                                4
Report of Independent Auditors                           5
Statement of Net Assets                                  6
Schedule of Investments                                  7
The FT Series                                            8
Portfolio                                                8
Risk Factors                                             9
Portfolio Securities Descriptions                       10
Public Offering                                         12
Distribution of Units                                   14
The Sponsor's Profits                                   15
The Secondary Market                                    15
How We Purchase Units                                   15
Expenses and Charges                                    15
Tax Status                                              16
Retirement Plans                                        17
Rights of Unit Holders                                  18
Income and Capital Distributions                        18
Redeeming Your Units                                    19
Removing Securities from the Trust                      20
Amending or Terminating the Indenture                   21
Information on the Sponsor, Trustee and Evaluator       22
Other Information                                       23

Page 2


                    Summary of Essential Information

                  Fundamental Value Portfolio, Series 2
                                 FT 408


At the Opening of Business on the Initial Date of Deposit-April 19, 2000


                    Sponsor:  Nike Securities L.P.
                    Trustee:  The Chase Manhattan Bank
                  Evaluator:  First Trust Advisors L.P.

<TABLE>
<CAPTION>
<S>                                                                                                      <C>
Initial Number of Units (1)                                                                                  14,997
Fractional Undivided Interest in the Trust per Unit (1)                                                    1/14,997
Public Offering Price:
   Aggregate Offering Price Evaluation of Securities per Unit (2)                                        $    9.900
   Maximum Sales Charge of 4.50% of the Public Offering Price per Unit
       (4.545% of the net amount invested, exclusive of the deferred sales charge) (3)                   $     .450
   Less Deferred Sales Charge per Unit                                                                   $    (.350)
Public Offering Price per Unit (4)                                                                       $   10.000
Sponsor's Initial Repurchase Price per Unit (5)                                                          $    9.550
Redemption Price per Unit
   (based on aggregate underlying value of Securities less deferred sales charge) (5)                    $    9.550
Cash CUSIP Number                                                                                        30265M 371
Reinvestment CUSIP Number                                                                                30265M 389
Wrap CUSIP Number                                                                                        30265M 397
Security Code                                                                                                 58624
</TABLE>

<TABLE>
<CAPTION>
<S>                                    <C>
First Settlement Date                  April 25, 2000
Mandatory Termination Date (6)         April 15, 2005
Income Distribution Record Date        Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7)           Last day of each June and December, commencing June 30, 2000.

_____________

<FN>
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of the Trust so that the Public Offering
Price per Unit will equal approximately $10.00. If we make such an
adjustment, the fractional undivided interest per Unit will vary from
the amounts indicated above.

(2) Each listed Security is valued at its last closing sale price. If a
Security is not listed, or if no closing sale price exists, it is valued
at its closing ask price. Evaluations for purposes of determining the
purchase, sale or redemption price of Units are made as of the close of
trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern time) on each day on which it is open (the "Evaluation Time").

(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Table" and "Public Offering."

(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date a pro rata share of any accumulated
dividends on the Securities will be included.

(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organization costs per Unit set forth under "Fee Table." After
such date, the Sponsor's Repurchase Price and Redemption Price per Unit
will not include such estimated organization costs. See "Redeeming Your
Units."

(6) See "Amending or Terminating the Indenture."

(7) Distributions from the Capital Account will be made monthly on the
last day of the month to Unit holders of record on the fifteenth day of
such month if the amount available for distribution equals at least
$1.00 per 100 Units. In any case, we will distribute any funds in the
Capital Account in December of each year.
</FN>
</TABLE>

Page 3


                             Fee Table

This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of the Trust. See "Public
Offering" and "Expenses and Charges." Although the Trust has a term of
approximately five years and is a unit investment trust rather than a
mutual fund, this information allows you to compare fees.

<TABLE>
<CAPTION>
                                                                                                                  Amount
                                                                                                                  per Unit
                                                                                                                  ________
<S>                                                                                                   <C>         <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)

Maximum sales charge                                                                                  4.50%       $.450
                                                                                                      =======     =======
Initial sales charge (paid at time of purchase)                                                       1.00%(a)    $.100

Deferred sales charge (paid in installments or at redemption)                                         3.50%(b)     .350

Organization Costs
(as a percentage of public offering price)

Estimated organization costs                                                                          .225%(c)    $.0225
                                                                                                      =======     =======
Estimated Annual Trust Operating Expenses (d)
(as a percentage of average net assets)

Portfolio supervision, bookkeeping, administrative and evaluation fees                                .100%       $.0098
Creation and development fee                                                                          .250%(e)     .0245
Trustee's fee and other operating expenses                                                            .152%(f)     .0149
                                                                                                      ______      ______
Total                                                                                                 .502%       $.0492
                                                                                                      =======     =======
</TABLE>

                                 Example

This example is intended to help you compare the cost of investing in
the Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in the Trust for the periods
shown and sell your Units at the end of those periods. The example also
assumes a 5% return on your investment each year and that the Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year   3 Years   5 Years
______   _______   _______
<S>      <C>       <C>
$523     $625      $737

The example will not differ if you hold rather than sell your Units at
the end of each period.

_____________

<FN>
(a) The initial sales charge is the difference between the maximum sales
charge of 4.50% and any remaining deferred sales charge.

(b) The deferred sales charge is a fixed dollar amount equal to $.350
per Unit which, as a percentage of the Public Offering Price, will vary
over time. The deferred sales charge will be deducted in five monthly
installments commencing November 20, 2000.

(c) Estimated organization costs will be deducted from the assets of the
Trust at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period.

(d) With the exception of the creation and development fee, each of the
fees listed herein is assessed on a fixed dollar amount per Unit basis
which, as a percentage of average net assets, will vary over time.

(e) The creation and development fee compensates the Sponsor for creating
and developing the Trust. The Trust accrues this fee daily during the
life of the Trust based on its average net asset value and pays the
Sponsor monthly. In connection with the creation and development fee, in
no event will the Sponsor collect over the life of the Trust more than
2.75% of a Unit holder's initial investment.

(f) Other operating expenses include the costs incurred by the Trust for
annually updating the Trust's registration statement. Historically, we
paid these costs. Other operating expenses do not, however, include
brokerage costs and other portfolio transaction fees for the Trust. In
certain circumstances the Trust may incur additional expenses not set
forth above. See "Expenses and Charges."
</FN>
</TABLE>

Page 4


                     Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 408


We have audited the accompanying statement of net assets, including the
schedule of investments, of FT 408, comprised of the Fundamental Value
Portfolio, Series 2, as of the opening of business on April 19, 2000.
This statement of net assets is the responsibility of the Trust's
Sponsor. Our responsibility is to express an opinion on this statement
of net assets based on our audit.



We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
statement of net assets is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of net assets. Our procedures included
confirmation of the letter of credit held by the Trustee and deposited
in the Trust on April 19, 2000. An audit also includes assessing the
accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall presentation of the statement
of net assets. We believe that our audit of the statement of net assets
provides a reasonable basis for our opinion.



In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of FT 408,
comprised of the Fundamental Value Portfolio, Series 2, at the opening
of business on April 19, 2000 in conformity with accounting principles
generally accepted in the United States.



                                               ERNST & YOUNG LLP


Chicago, Illinois
April 19, 2000


Page 5


                          Statement of Net Assets

                  Fundamental Value Portfolio, Series 2
                                 FT 408


                    At the Opening of Business on the
                 Initial Date of Deposit-April 19, 2000


<TABLE>
<CAPTION>
<S>                                                                                                     <C>
                                                         NET ASSETS
Investment in Securities represented by purchase contracts (1) (2)                                      $148,473
Less liability for reimbursement to Sponsor for organization costs (3)                                      (337)
Less liability for deferred sales charge (4)                                                              (5,249)
                                                                                                        ________
Net assets                                                                                              $142,887
                                                                                                        ========
Units outstanding                                                                                         14,997

                                                   ANALYSIS OF NET ASSETS
Cost to investors (5)                                                                                   $149,973
Less maximum sales charge (5)                                                                             (6,749)
Less estimated reimbursement to Sponsor for organization costs (3)                                          (337)
                                                                                                        ________
Net assets                                                                                              $142,887
                                                                                                        ========

______________

<FN>
                    NOTES TO STATEMENT OF NET ASSETS

(1) Aggregate cost of the Securities listed under "Schedule of
Investments" is based on its aggregate underlying value.

(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $200,000 will be allocated to the Trust, has been deposited
with the Trustee as collateral, covering the monies necessary for the
purchase of the Securities according to their purchase contracts.

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trust. These costs have been estimated at $.0225 per
Unit for the Trust. A payment will be made at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs are greater than the estimated amount, only
the estimated organization costs added to the Public Offering Price will
be reimbursed to the Sponsor and deducted from the assets of the Trust.

(4) Represents the amount of mandatory deferred sales charge
distributions from the Trust ($.350 per Unit), payable to us in five
equal monthly installments beginning on November 20, 2000 and on the
twentieth day of each month thereafter (or if such date is not a
business day, on the preceding business day) through March 20, 2001. If
you redeem your Units before March 20, 2001 you will have to pay the
remaining amount of the deferred sales charge applicable to such Units
when you redeem them.

(5) The aggregate cost to investors includes a maximum sales charge
(comprised of an initial sales charge and a deferred sales charge)
computed at the rate of 4.50% of the Public Offering Price per Unit
(equivalent to 4.545% of the net amount invested, exclusive of the
deferred sales charge), assuming no reduction of sales charge as set
forth under "Public Offering."
</FN>
</TABLE>

Page 6


                          Schedule of Investments

                  Fundamental Value Portfolio, Series 2
                                 FT 408


At the Opening of Business on the Initial Date of Deposit-April 19, 2000


<TABLE>
<CAPTION>
                                                                                  Percentage      Market      Cost of
Number        Ticker Symbol and                                                   of Aggregate    Value per   Securities to
of Shares     Name of Issuer of Securities (1)                                    Offering Price  Share       the Trust (2)
_________     _________________________________                                   ______________  ______      _____________
<S>           <C>                                                                 <C>             <C>         <C>
              Communications
              ______________
101           LU         Lucent Technologies Inc.                                   4%            $ 59.063    $  5,965
144           WCOM       MCI WorldCom, Inc.                                         4%              41.250       5,940
120           TLAB       Tellabs, Inc.                                              4%              49.313       5,918

              Consumer Goods
              ______________
 87           BUD        Anheuser-Busch Companies, Inc.                             4%              67.938       5,911
249           CCL        Carnival Corporation                                       4%              23.813       5,929
156           CLX        The Clorox Company                                         4%              38.125       5,947
 90           PG         Procter & Gamble Company                                   4%              66.063       5,946

              Financial Services
              __________________
117           BAC        Bank of America Corporation                                4%              50.688       5,930
 96           FNM        Fannie Mae                                                 4%              62.000       5,952
232           FSR        Firstar Corporation                                        4%              25.625       5,945
236           KRB        MBNA Corporation                                           4%              25.125       5,929
152           TROW       T. Rowe Price Associates, Inc.                             4%              39.188       5,957

              Healthcare
              __________
124           CAH        Cardinal Health, Inc.                                      4%              47.750       5,921
 73           JNJ        Johnson & Johnson                                          4%              81.500       5,949
 90           MRK        Merck & Co., Inc.                                          4%              66.250       5,962
149           SGP        Schering-Plough Corporation                                4%              39.938       5,951

              Industrials
              ___________
170           BA         The Boeing Company                                         4%              34.938       5,939
108           HON        Honeywell International Inc.                               4%              54.938       5,933
100           ITW        Illinois Tool Works Inc.                                   4%              59.125       5,913

              Retail
              ______
 76           CDWC       CDW Computer Centers, Inc.                                 4%              78.125       5,938
159           GPS        The Gap, Inc.                                              4%              37.250       5,923

              Technology
              __________
118           DELL       Dell Computer Corporation                                  4%              50.500       5,959
 46           INTC       Intel Corporation                                          4%             129.000       5,934
 74           MSFT       Microsoft Corporation                                      4%              80.563       5,962
142           PHG        Koninklijke (Royal) Philips Electronics N.V. (3)           4%              41.688       5,920
                                                                                  _______                     ________
                               Total Investments                                  100%                        $148,473
                                                                                  =======                     ========

_____________

<FN>
(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. We entered into purchase contracts for the
Securities on April 19, 2000.

(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of the over-the-counter traded Securities at the Evaluation
Time on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Evaluator, an
affiliate of ours. The cost of the Securities to us and our
loss (which is the difference between the cost of the Securities to us
and the cost of the Securities to the Trust) are $149,426 and $953,
respectively.

(3) This Security represents the common stock of a foreign company which
trades directly on a U.S. national securities exchange.
</FN>
</TABLE>

Page 7


                      The FT Series

The FT Series Defined.

We, Nike Securities L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have
named the FT Series. The series to which this prospectus relates, FT
408, consists of a single portfolio known as Fundamental Value
Portfolio, Series 2.

YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.

Mandatory Termination Date.

The Trust will terminate on the Mandatory Termination Date set forth in
the "Summary of Essential Information." The Trust was created under the
laws of the State of New York by a Trust Agreement (the "Indenture")
dated the Initial Date of Deposit. This agreement, entered into among
Nike Securities L.P., as Sponsor, The Chase Manhattan Bank as Trustee
and First Trust Advisors L.P. as Portfolio Supervisor and Evaluator,
governs the operation of the Trust.

How We Created the Trust.

On the Initial Date of Deposit, we deposited a portfolio of common
stocks with the Trustee, and in turn, the Trustee delivered documents to
us representing our ownership of the Trust in the form of units ("Units").

With our deposit of Securities on the Initial Date of Deposit we
established a percentage relationship among the Securities in the
Trust's portfolio, as stated under "Schedule of Investments." After the
Initial Date of Deposit, we may deposit additional Securities in the
Trust, or cash (including a letter of credit) with instructions to buy
more Securities to create new Units for sale. If we create additional
Units, we will attempt, to the extent practicable, to maintain the
percentage relationship established among the Securities on the Initial
Date of Deposit, and not the percentage relationship existing on the day
we are creating new Units, since the two may differ. This difference may
be due to the sale, redemption or liquidation of any of the Securities.

Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trust, on a market value basis, will also change
daily. The portion of Securities represented by each Unit will not
change as a result of the deposit of additional Securities or cash in
the Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trust pays the associated brokerage fees. To
reduce this dilution, the Trust will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.

An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trust to buy Securities. If we or an affiliate of ours act as agent to
the Trust, we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.

We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. However, Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if they no longer meet the criteria by
which they were selected. You will not be able to dispose of or vote any
of the Securities in the Trust. As the holder of the Securities, the
Trustee will vote all of the Securities and will do so based on our
instructions.

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in the Trust fails, unless we can
purchase substitute Securities ("Replacement Securities"), we will
refund to you that portion of the purchase price and sales charge
resulting from the failed contract on the next Income Distribution Date.
Any Replacement Security the Trust acquires will be identical to those
from the failed contract.

                        Portfolio

Objectives.

The objective of the Trust is to provide investors with the potential
for above-average capital appreciation through an investment in a
diversified portfolio of common stocks of companies which, in our

Page 8

opinion, are undervalued in today's market.

It is our view that financial markets generally set the price of
securities based on expectations of future cash flows and not on
traditional accounting measures of corporate performance. Accounting
distortions, inflation, and other factors often make traditional
measures, such as return on equity, misleading as an assessment of a
company's performance. Because of this, we believe that perceived
changes in the ability of a company to generate cash flow in the future
is what, in large part, drives valuations in the stock market.

Companies can be thought of as cash flow conduits with management
directing the investment process. The relationship between the capital
they have tied up in their business and the cash flow return on that
investment represents a gauge by which management can be judged. We
believe that the key to finding value in the market and successful
investing is to select stocks where management is able to exceed the
expectations of the market. By concentrating on a company's cash flow
return on its investment, we focus our attention on its business
operations rather than its accounting practices.

Finding value in today's market.

Identify the universe. The first step in our selection process is to
identify the universe of all potential stocks. The selected stocks must
meet the investment objective of the portfolio and have sufficient
trading volume to avoid liquidity problems. To help reduce risk, we
avoid newly-issued stocks and companies with little or no earnings
history.

Examine historical financial results. Once the universe of stocks has
been selected, we are interested in those companies that have earned a
net cash flow rate of return that is above the average of their peers.
Historically, companies that have increased their cash flows at a higher
rate have rewarded shareholders with superior total returns.

Select companies with attractive valuations. Calculating the past
performance of a company's cash flow is only half of the equation. The
other half is determining the value of the company based on that
information. An estimate of value for a company is derived by
discounting projected future cash flows of the company. We select only
the companies which, in our opinion, currently trade at an attractive
market price to their discounted cash flow.

Our selection process attempts to find the stocks with the best
prospects for capital appreciation by identifying those that meet our
investment objectives, trade at attractive valuations, and, in our
opinion, are likely to exceed market expectations of future cash flows.

You should be aware that predictions stated herein for value stocks may
not be realized. In addition, the Securities contained in the Trust are
not intended to be representative of value stocks as a whole and the
performance of the Trust is expected to differ from that of value stocks
overall. Of course, as with any similar investments, there can be no
guarantee that the objective of the Trust will be achieved. See "Risk
Factors" for a discussion of the risks of investing in the Trust.

                      Risk Factors

Price Volatility. The Trust invests in common stocks of U.S. and foreign
companies. The value of the Trust's Units will fluctuate with changes in
the value of these common stocks. Common stock prices fluctuate for
several reasons including changes in investors' perceptions of the
financial condition of an issuer or the general condition of the
relevant stock market, or when political or economic events affecting
the issuers occur. In addition, common stock prices may be particularly
sensitive to rising interest rates, as the cost of capital rises and
borrowing costs increase.

Because the Trust is not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of the Trust will be positive over any period of time or
that you won't lose money. Units of the Trust are not deposits of any
bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.

Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trust.
In addition, litigation regarding any of the issuers of the Securities,

Page 9

such as that concerning Microsoft Corporation, or of the industries
represented by such issuers, may negatively impact the share prices of
these Securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the share
prices of the Securities.

Foreign Stocks. One of the Securities in the Trust is issued by a
foreign company, which makes the Trust subject to more risks than if it
invested solely in domestic common stocks. This Security is directly
listed on a U.S. securities exchange. Risks of foreign common stocks
include higher brokerage costs; different accounting standards;
expropriation, nationalization or other adverse political or economic
developments; currency devaluations, blockages or transfer restrictions;
restrictions on foreign investments and exchange of securities;
inadequate financial information; and lack of liquidity of certain
foreign markets.

            Portfolio Securities Descriptions


Communications
______________



Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.



MCI WorldCom, Inc., headquartered in Clinton, Mississippi, operates as a
global communications company which provides facilities-based and fully-
integrated local, long distance, international and Internet services in
over 65 countries encompassing the Americas, Europe and the Asia-Pacific
regions. The company also offers wireless and 800 services, calling
cards, private lines and debit cards.



Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long-distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.



Consumer Goods
______________



Anheuser-Busch Companies, Inc., headquartered in St. Louis, Missouri,
produces and distributes beer under brand names such as "Budweiser,"
"Busch" and "Michelob." The company also manufactures metal beverage
containers, recycles metal and glass beverage containers, and operates
rice milling and barley seed processing plants. The company also owns
and operates theme parks.



Carnival Corporation, headquartered in Miami, Florida, operates one of
the world's largest multiple-night cruise lines under the names
"Carnival Cruise Lines," "Holland America Line," "Windstar Cruises,"
"Cunard Line," "Seabourn Cruise Line," "Costa Crociere SpA" and
"Airtours' Sun Cruises." The company markets sightseeing tours and
operates several "Westmark" hotels.



The Clorox Company, headquartered in Oakland, California, manufactures
and sells household products, including the brand names "Armor All,"
"Black Flag," "Brita," "Clorox," "Combat," "Fresh Step," "Glad," "Hidden
Valley," "Jonny Cat," "Kingsford," "Liquid-Plumr," "Pine-Sol," "S.O.S,"
"STP," "Scoop Away" and "Tilex."



Procter & Gamble Company, headquartered in Cincinnati, Ohio,
manufactures consumer products worldwide, including detergents, fabric
conditioners and hard surface cleaners; products for personal cleansing,
oral care, digestive health, hair and skin; paper tissue, disposable
diapers, and pharmaceuticals; and shortenings, oils, snacks, baking
mixes, peanut butter, coffee, drinks and citrus products.



Financial Services
__________________



Bank of America Corporation, headquartered in Charlotte, North Carolina,
is the holding company for Bank of America and NationsBank and conducts
a general banking business in 22 states and the District of Columbia.
The company also has offices in nearly 40 countries overseas.



Fannie Mae, headquartered in Washington, D.C., provides ongoing
assistance to the secondary market for residential mortgages by
providing liquidity for residential mortgage investments, thereby
improving the distribution of investment capital available for such
mortgage financing.



Firstar Corporation, headquartered in Milwaukee, Wisconsin, is the
holding company for Firstar Bank. The company offers banking, trust,
investment, insurance and securities brokerage services. The company
also operates a consumer finance company and an investment advisory firm.



MBNA Corporation, headquartered in Wilmington, Delaware, is the holding
company for MBNA America Bank, N.A. The company issues bank credit cards
marketed primarily to members of associations and customers of financial

Page 10

institutions. The company also makes other consumer loans, and offers
insurance and deposit products.



T. Rowe Price Associates, Inc., headquartered in Baltimore, Maryland,
serves as investment advisor to the T. Rowe Price family of no-load
mutual funds, and other sponsored investment portfolios and
institutional and individual private accounts. The company also provides
certain administrative and shareholder services to the Price funds and
other mutual funds.



Healthcare
__________



Cardinal Health, Inc., headquartered in Dublin, Ohio, distributes a
broad line of pharmaceuticals, surgical and hospital supplies,
therapeutic plasma and other specialty pharmaceutical products, health
and beauty care products and other items typically sold by hospitals,
retail drug stores and other healthcare providers. The company also
makes, leases and sells point-of-use pharmacy systems; provides pharmacy
management services; and franchises apothecary-style pharmacies.



Johnson & Johnson, headquartered in New Brunswick, New Jersey, makes and
sells pharmaceuticals, personal healthcare products, medical and
surgical equipment, and contact lenses.



Merck & Co., Inc., headquartered in Whitehouse Station, New Jersey, is a
leading pharmaceutical concern that discovers, develops, makes and
markets a broad range of human and animal health products and services.
The company also administers managed prescription drug programs.



Schering-Plough Corporation, headquartered in Madison, New Jersey,
develops, makes and markets pharmaceutical and healthcare products
worldwide. Products include prescription drugs, animal health products
and over-the-counter foot care and sun care products.



Industrials
___________



The Boeing Company, headquartered in Seattle, Washington, produces and
markets commercial jet transports and provides related support services,
principally to commercial customers. The company also develops,
produces, modifies and supports military aircraft and helicopters and
related systems, and electronic, space and missile systems.



Honeywell International Inc., headquartered in Morristown, New Jersey,
makes products for the textiles, construction, plastics, electronics,
automotive, chemicals, housing, telecommunications, utilities,
packaging, military and commercial aviation industries, and for the
space program.



Illinois Tool Works Inc., headquartered in Glenview, Illinois, makes
plastic and metal components, fasteners, industrial fluids and adhesives
and welding products; and systems for consumer and industrial packaging,
identification systems, and industrial spray coating and quality
assurance equipment.



Retail
______



CDW Computer Centers, Inc., headquartered in Vernon Hills, Illinois,
sells microcomputer hardware and peripherals including desktop
computers, notebooks and laptops, printing devices, video monitors,
communication equipment, add-on boards and memory and data storage
devices; accessories; networking products; and software.



The Gap, Inc., headquartered in San Francisco, California, operates
specialty retail stores in the United States, Canada, France, Germany,
Japan and the United Kingdom. The company's stores sell casual apparel,
shoes and other accessories for men, women and children under a variety
of brand names, including "Gap," "GapKids," "babyGap," "Banana Republic"
and "Old Navy."



Technology
__________



Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of computer
systems, including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.



Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Principal components
consist of silicon-based semiconductors etched with complex patterns of
transistors.



Microsoft Corporation, headquartered in Redmond, Washington, develops,
manufactures, licenses and supports a wide range of software products.
The company offers operating system software, server application
software, business and consumer applications software, software
development tools and Internet and intranet software. "Windows" is the
company's flagship PC operating system. The company also develops the
MSN network of Internet products and services.



Koninklijke (Royal) Philips Electronics N.V., headquartered in
Amsterdam, the Netherlands, makes lighting products; consumer

Page 11

electronics; components and sub-systems; music and films, integrated
circuits and discrete semiconductors; and medical systems and business
electronics. The company markets its products worldwide.


We have obtained the foregoing descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.

                     Public Offering

The Public Offering Price.

You may buy Units at the Public Offering Price, the per Unit price of
which is comprised of the following:

- - The aggregate underlying value of the Securities;

- - The amount of any cash in the Income and Capital Accounts;

- - Dividends receivable on Securities; and

- - The total sales charge (which combines an initial upfront sales charge
and a deferred sales charge).

The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of the Income and/or Capital Accounts.

Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.

Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for the
Trust's organization costs (including costs of preparing the
registration statement, the Indenture and other closing documents,
registering Units with the Securities and Exchange Commission ("SEC")
and states, the initial audit of the Trust portfolio, legal fees and the
initial fees and expenses of the Trustee) will be purchased in the same
proportionate relationship as all the Securities contained in the Trust.
Securities will be sold to reimburse the Sponsor for the Trust's
organization costs at the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period (a significantly
shorter time period than the life of the Trust). During the period
ending with the earlier of six months after the Initial Date of Deposit
or the end of the initial offering period, there may be a decrease in
the value of the Securities. To the extent the proceeds from the sale of
these Securities are insufficient to repay the Sponsor for Trust
organization costs, the Trustee will sell additional Securities to allow
the Trust to fully reimburse the Sponsor. In that event, the net asset
value per Unit of the Trust will be reduced by the amount of additional
Securities sold. Although the dollar amount of the reimbursement due to
the Sponsor will remain fixed and will never exceed the per Unit amount
set forth for the Trust in "Statement of Net Assets," this will result
in a greater effective cost per Unit to Unit holders for the
reimbursement to the Sponsor. To the extent actual organization costs
are less than the estimated amount, only the actual organization costs
will be deducted from the assets of the Trust. When Securities are sold
to reimburse the Sponsor for organization costs, the Trustee will sell
Securities, to the extent practicable, which will maintain the same
proportionate relationship among the Securities contained in the Trust
as existed prior to such sale.

Minimum Purchase.

The minimum amount you can purchase of the Trust is $1,000 worth of
Units ($500 if you are purchasing Units for your Individual Retirement
Account or any other qualified retirement plan).

Sales Charges.


The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is equal to the difference between the maximum sales charge of
4.50% of the Public Offering Price and the maximum remaining deferred
sales charge (initially $.350 per Unit). This initial sales charge is
initially equal to approximately 1.00% of the Public Offering Price of a
Unit, but will vary from 1.00% depending on the purchase price of your
Units and as deferred sales charge payments are made. When the Public
Offering Price per Unit exceeds $10.00, the initial sales charge will
exceed 1.00% of the Public Offering Price.


Page 12



Monthly Deferred Sales Charge. In addition, five monthly deferred sales
charge payments of $.07 per Unit will be deducted from the Trust's
assets on approximately the 20th day of each month from November 20,
2000 through March 20, 2001. If you buy Units at a price of less than
$10.00 per Unit, the dollar amount of the deferred sales charge will not
change, but the deferred sales charge on a percentage basis will be more
than 3.5% of the Public Offering Price.



If you purchase Units after the last deferred sales charge payment has
been assessed, your sales charge will consist of a one-time initial
sales charge of 4.50% of the Public Offering Price per Unit (equivalent
to 4.712% of the net amount invested). The sales charge will be reduced
by 1/2 of 1% on each subsequent April 30, commencing April 30, 2001, to
a minimum sales charge of 3.00%.


Discounts for Certain Persons.

If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced as
follows:

                                    Your maximum
If you invest                       sales charge
(in thousands):*                    will be:
_________________                   ____________
$50 but less than $100              4.25%
$100 but less than $250             4.00%
$250 but less than $500             3.50%
$500 or more                        2.50%

* Breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.

The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you can combine the Units you purchase
of the Trust in this prospectus with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units
you purchase in the name of your spouse or child under 21 years of age
to be purchases by you. The reduced sales charges will also apply to a
trustee or other fiduciary purchasing Units for a single trust estate or
single fiduciary account. You must inform your dealer of any combined
purchases before the sale in order to be eligible for the reduced sales
charge. Any reduced sales charge is the responsibility of the party
making the sale.

If you own units of any other unit investment trusts sponsored by us you
may use your redemption or termination proceeds from these trusts to
purchase Units of the Trust subject only to any remaining deferred sales
charge to be collected on Units of the Trust. Please note that you will
be charged the amount of any remaining deferred sales charge on Units
you redeem when you redeem them.

The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:

- - Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.

- - Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-
law, and trustees, custodians or fiduciaries for the benefit of such
persons).

If you purchase Units through registered broker/dealers who charge
periodic fees in lieu of commissions or who charge for financial
planning, investment advisory or asset management services or provide
these services as part of an investment account where a comprehensive
"wrap fee" charge is imposed, your Units will only be assessed that
portion of the sales charge retained by the Sponsor, 1.3% of the Public
Offering Price (1.0% in certain circumstances). This discount for "wrap
fee" purchases is available whether or not you purchase Units with the
Wrap CUSIP. However, if you purchase Units with the Wrap CUSIP, you
should be aware that all distributions of income and/or capital will be
automatically reinvested into additional Units of the Trust.

You will be charged the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that
the maximum sales charge you must pay is less than the applicable
maximum deferred sales charge, you will be credited the difference
between your maximum sales charge and the maximum deferred sales charge

Page 13

at the time you buy your Units. If you elect to have distributions
reinvested into additional Units of the Trust, in addition to the
reinvestment Units you receive you will also be credited additional
Units with a dollar value at the time of reinvestment sufficient to
cover the amount of any remaining deferred sales charge to be collected
on such reinvestment Units. The dollar value of these additional Units
(as with all Units) will fluctuate over time.

The Value of the Securities.

The Evaluator will appraise the aggregate underlying value of the
Securities in the Trust as of the Evaluation Time on each business day
and will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.

The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing ask prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, their value will
generally be based on the current ask prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for valuation). If current ask prices are unavailable, the
valuation is generally determined:

a) On the basis of current ask prices for comparable securities;

b) By appraising the value of the Securities on the ask side of the
market; or

c) By any combination of the above.

After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary.

                  Distribution of Units

We intend to qualify Units of the Trust for sale in a number of states.
All Units will be sold at the then current Public Offering Price.

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which
reflect a concession or agency commission of 3.2% of the Public Offering
Price per Unit (or 65% of the maximum sales charge after April 30,
2001). However, dealers and other selling agents will receive a
concession on the sale of Units subject only to any remaining deferred
sales charge equal to $.22 per Unit on Units sold subject to the maximum
deferred sales charge or 63% of the then current maximum remaining
deferred sales charge on Units sold subject to less than the maximum
deferred sales charge. Dealers and other selling agents will receive an
additional volume concession or agency commission on all Units they sell
equal to .30% of the Public Offering Price if they purchase at least
$100,000 worth of Units of the Trust on the Initial Date of Deposit or
$250,000 on any day thereafter or if they were eligible to receive a
similar concession in connection with sales of similarly structured
trusts sponsored by us which are currently in the initial offering period.

Dealers and other selling agents who sell Units of the Trust during the
initial offering period in the dollar amounts shown below will be
entitled to the following additional sales concessions as a percentage
of the Public Offering Price:

Total Sales per Trust               Additional
(in millions):                      Concession:
_________________                   ___________
$1 but less than $10                .20%
$10 or more                         .30%

Dealers and other selling agents who, during any consecutive 12-month
period, sell at least $2 billion worth of primary market units of unit
investment trusts sponsored by us will receive a concession of $30,000
in the month following the achievement of this level. We reserve the
right to change the amount of concessions or agency commissions from

Page 14

time to time. Certain commercial banks may be making Units of the Trust
available to their customers on an agency basis. A portion of the sales
charge paid by these customers is kept by or given to the banks in the
amounts shown above.

Award Programs.

From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trust. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.

Investment Comparisons.

From time to time we may compare the estimated returns of the Trust
(which may show performance net of the expenses and charges the Trust
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, BusinessWeek,
Forbes or Fortune. The investment characteristics of the Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of the Trust's future
performance.

                  The Sponsor's Profits

We will receive a gross sales commission equal to the maximum sales
charge per Unit of the Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price at which we sell them to the Trust is
considered a profit or loss (see Note 2 of "Schedule of Investments").
During the initial offering period, dealers and others may also realize
profits or sustain losses as a result of fluctuations in the Public
Offering Price they receive when they sell the Units.

In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.

                  The Secondary Market

Although not obligated, we intend to maintain a market for the Units
after the initial offering period and continuously offer to purchase
Units at prices based on the Redemption Price per Unit.

We will pay all expenses to maintain a secondary market, except the
Evaluator fees, Trustee costs to transfer and record the ownership of
Units and costs incurred in annually updating the Trust's registration
statement. We may discontinue purchases of Units at any time. IF YOU
WISH TO DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET
PRICES BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell
or redeem your Units before you have paid the total deferred sales
charge on your Units, you will have to pay the remainder at that time.

                  How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.

                  Expenses and Charges

The estimated annual expenses of the Trust are listed under "Fee Table."
If actual expenses of the Trust exceed the estimate, the Trust will bear
the excess. The Trustee will pay operating expenses of the Trust from
the Income Account of the Trust if funds are available, and then from
the Capital Account. The Income and Capital Accounts are noninterest-
bearing to Unit holders, so the Trustee may earn interest on these
funds, thus benefiting from their use.

Page 15


As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trust, and will receive brokerage fees
when the Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. Legal, typesetting, electronic filing and regulatory
filing fees and expenses associated with updating the Trust's
registration statement yearly are also now chargeable to the Trust.
Historically, we paid these fees and expenses. First Trust Advisors
L.P., an affiliate of ours, acts as both Portfolio Supervisor and
Evaluator to the Trust and will receive the fees set forth under "Fee
Table" for providing portfolio supervisory and evaluation services to
the Trust. In providing portfolio supervisory services, the Portfolio
Supervisor may purchase research services from a number of sources,
which may include underwriters or dealers of the Trust.

The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of the Trust outstanding
at any time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fees paid to us or our
affiliates for providing a given service to all unit investment trusts
for which we provide such services be more than the actual cost of
providing such services in such year.

As Sponsor, we will receive a fee from the Trust for creating and
developing the Trust, including determining the Trust's objectives,
policies, composition and size, selecting service providers and
information services and for providing other similar administrative and
ministerial functions. The Trust pays this "creation and development
fee" as a percentage of the Trust's average daily net asset value during
the life of the Trust. In connection with the creation and development
fee, in no event will the Sponsor collect over the life of the Trust
more than 2.75% of a Unit holder's initial investment. We do not use
this fee to pay distribution expenses or as compensation for sales
efforts.

In addition to the Trust's operating expenses and those fees described
above, the Trust may also incur the following charges:

- - All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;

- - The expenses and costs incurred by the Trustee to protect the Trust
and your rights and interests;

- - Fees for any extraordinary services the Trustee performed under the
Indenture;

- - Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of the Trust;

- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of
the Trust; and/or

- - All taxes and other government charges imposed upon the Securities or
any part of the Trust.

The above expenses and the Trustee's annual fee are secured by a lien on
the Trust. Since the Securities are all common stocks and dividend
income is unpredictable, we cannot guarantee that dividends will be
sufficient to meet any or all expenses of the Trust. If there is not
enough cash in the Income or Capital Account, the Trustee has the power
to sell Securities in the Trust to make cash available to pay these
charges which may result in capital gains or losses to you. See "Tax
Status."

The Trust will be audited annually. So long as we are making a secondary
market for Units, we will bear the cost of these annual audits to the
extent the costs exceed $0.0050 per Unit. Otherwise, the Trust will pay
for the audit. You can request a copy of the audited financial
statements from the Trustee.

                       Tax Status

This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trust. This section is current as of
the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state or foreign taxes. As
with any investment, you should consult your own tax professional about
your particular consequences.

Trust Status.


The Trust will not be taxed as corporations for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro

Page 16

rata portion of the Securities and other assets held by the Trust, and
as such you will be considered to have received a pro rata share of
income (i.e., dividends and capital gains, if any) from each Security
when such income is considered to be received by the Trust. This is true
even if you elect to have your distributions automatically reinvested
into additional Units. In addition, the income from the Trust which you
must take into account for federal income tax purposes is not reduced by
amounts used to pay Trust expenses (including the deferred sales charge,
if any).


Your Tax Basis and Income or Loss upon Disposition.

If the Trust disposes of Securities, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related
Securities from your share of the total amount received in the
transaction. You can generally determine your initial tax basis in each
Security or other Trust asset by apportioning the cost of your Units
among each Security or other Trust asset ratably according to their
value on the date you purchase your Units. In certain circumstances,
however, you may have to adjust your tax basis after you purchase your
Units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits).

If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. Capital gain or loss
is long-term if the holding period for the asset is more than one year
and is short-term if the holding period for the asset is one year or
less. You must exclude the date you purchase your Units to determine the
holding period of your Units. The tax rates for capital gains realized
from assets held for one year or less are generally the same as for
ordinary income. The tax code may, however, treat certain capital gains
as ordinary income in special situations.

In-Kind Distributions.

Under certain circumstances, you may request a distribution of
Securities (an "In-Kind Distribution") when you redeem your Units or at
the Trust's termination. If you request an In-Kind Distribution you will
be responsible for any expenses related to this distribution. By
electing to receive an In-Kind Distribution, you will receive whole
shares of stock plus, possibly, cash.

You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by the Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by the Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
tax basis in such fractional share of the Security.

Limitations on the Deductibility of Trust Expenses.

Generally, for federal income tax purposes, you must take into account
your full pro rata share of the Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by the Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trust as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.

Foreign, State and Local Taxes.

Some distributions by the Trust may be subject to foreign withholding
taxes. Any dividends withheld will nevertheless be treated as income to
you. However, because you are deemed to have paid directly your share of
foreign taxes that have been paid or accrued by the Trust, you may be
entitled to a foreign tax credit or deduction for U.S. tax purposes with
respect to such taxes.

Under the existing income tax laws of the State and City of New York,
the Trust will not be taxed as a corporation, and the income of the
Trust will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes.

                    Retirement Plans

You may purchase Units of the Trust for:

- - Individual Retirement Accounts;

- - Keogh Plans;

- - Pension funds; and

- - Other tax-deferred retirement plans.

Page 17


Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.

                 Rights of Unit Holders

Unit Ownership.

The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form.

Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one
Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.

You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.

Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:

- - A written initial transaction statement containing a description of
the Trust;

- - A list of the number of Units issued or transferred;

- - Your name, address and Taxpayer Identification Number ("TIN");

- - A notation of any liens or restrictions of the issuer and any adverse
claims; and

- - The date the transfer was registered.

Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.

Unit Holder Reports.

In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:

- - A summary of transactions in the Trust for the year;

- - A list of any Securities sold during the year and the Securities held
at the end of that year by the Trust;

- - The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and

- - Amounts of income and capital distributed during the year.

You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
federal and state tax reporting requirements.

            Income and Capital Distributions

You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on the
Trust's Securities to the Income Account of the Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of the Trust.

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential

Page 18

Information." No income distribution will be paid if accrued expenses of
the Trust exceed amounts in the Income Account on the Income
Distribution Dates. Distribution amounts will vary with changes in the
Trust's fees and expenses, in dividends received and with the sale of
Securities. The Trustee will distribute amounts in the Capital Account,
net of amounts designated to meet redemptions, pay the deferred sales
charge or pay expenses on the last day of each month to Unit holders of
record on the fifteenth day of each month provided the amount equals at
least $1.00 per 100 Units. If the Trustee does not have your TIN, it is
required to withhold a certain percentage of your distribution and
deliver such amount to the Internal Revenue Service ("IRS"). You may
recover this amount by giving your TIN to the Trustee, or when you file
a tax return. However, you should check your statements to make sure the
Trustee has your TIN to avoid this "back-up withholding."

We anticipate that there will be enough money in the Capital Account of
the Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.

Within a reasonable time after the Trust is terminated, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in the
Trust after deducting any unpaid expenses.

The Trustee may establish reserves (the "Reserve Account") within the
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of the Trust.

Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of the Trust by notifying the Trustee at least 10 days before any Record
Date. Distributions on Units identified by the Wrap CUSIP will be
automatically reinvested into additional Units of the Trust. Each later
distribution of income and/or capital on your Units will be reinvested
by the Trustee into additional Units of the Trust. There is no sales
charge on Units acquired through the Distribution Reinvestment Option,
as discussed under "Public Offering." This option may not be available
in all states. PLEASE NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY
ARE STILL CONSIDERED DISTRIBUTIONS FOR INCOME TAX PURPOSES.

                  Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.

The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.

Any amounts paid on redemption representing income will be withdrawn
from the Income Account if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken
from the Capital Account. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if it does not have your TIN, as
generally discussed under "Income and Capital Distributions."

If you tender 1,000 Units or more for redemption, rather than receiving
cash, you may elect to receive an In-Kind Distribution in an amount
equal to the Redemption Price per Unit by making this request in writing
to the Trustee at the time of tender. However, no In-Kind Distribution
requests submitted during the nine business days prior to the Trust's
Mandatory Termination Date will be honored. Where possible, the Trustee

Page 19

will make an In-Kind Distribution by distributing each of the Securities
in book-entry form to your bank or broker/dealer account at the
Depository Trust Company. The Trustee will subtract any customary
transfer and registration charges from your In-Kind Distribution. As a
tendering Unit holder, you will receive your pro rata number of whole
shares of the Securities that make up the portfolio, and cash from the
Capital Account equal to the fractional shares to which you are entitled.

The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of the Trust will
be reduced. These sales may result in lower prices than if the
Securities were sold at a different time.

Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:

- - If the NYSE is closed (other than customary weekend and holiday
closings);

- - If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or

- - For any other period permitted by SEC order.

The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

The Redemption Price.

The Redemption Price per Unit is determined by the Trustee by:

adding

1. cash in the Income and Capital Accounts of the Trust not designated
to purchase Securities;

2. the aggregate value of the Securities held in the Trust; and

3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and

deducting

1. any applicable taxes or governmental charges that need to be paid out
of the Trust;

2. any amounts owed to the Trustee for its advances;

3. estimated accrued expenses of the Trust, if any;

4. cash held for distribution to Unit holders of record of the Trust as
of the business day before the evaluation being made;

5. liquidation costs for foreign Securities, if any; and

6. other liabilities incurred by the Trust; and

dividing

1. the result by the number of outstanding Units of the Trust.

Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."

           Removing Securities from the Trust

The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:

- - The issuer of the Security defaults in the payment of a declared
dividend;

- - Any action or proceeding prevents the payment of dividends;

- - There is any legal question or impediment affecting the Security;

- - The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;

- - The issuer has defaulted on the payment of any other of its
outstanding obligations;

- - There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders; or

- - The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to the Trust.

Except in the limited instance in which the Trust acquires Replacement
Securities, as described in "The FT Series," the Trust may not acquire
any securities or other property other than the Securities. The Trustee,
on behalf of the Trust, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by the Trust, at our instruction,
they will either be sold or held in the Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from the Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account for distribution to Unit holders
or to meet redemption requests. The Trustee may retain and pay us or an
affiliate of ours to act as agent for the Trust to facilitate selling
Securities, exchanged securities or property from the Trust. If we or

Page 20

our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.

The Trustee may sell Securities designated by us or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of the Trust may be
changed. To get the best price for the Trust we may specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be
sold. We may consider sales of units of unit investment trusts which we
sponsor when we make recommendations to the Trustee as to which
broker/dealers they select to execute the Trust's portfolio
transactions, or when acting as agent for the Trust in acquiring or
selling Securities on behalf of the Trust.

          Amending or Terminating the Indenture

Amendments. The Indenture may be amended by us and the Trustee without
your consent:

- - To cure ambiguities;

- - To correct or supplement any defective or inconsistent provision;

- - To make any amendment required by any governmental agency; or

- - To make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).

Termination. As provided by the Indenture, the Trust will terminate on
the Mandatory Termination Date. The Trusts may be terminated earlier:

- - Upon the consent of 100% of the Unit holders;

- - If the value of the Securities owned by the Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in the Trust during the initial offering
period ("Discretionary Liquidation Amount"); or

- - In the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.

Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your certificates, if
any, to the Trustee. If the Trust is terminated due to this last reason,
we will refund your entire sales charge; however, termination of the
Trust before the Mandatory Termination Date for any other stated reason
will result in all remaining unpaid deferred sales charges on your Units
being deducted from your termination proceeds. For various reasons, the
Trust may be reduced below the Discretionary Liquidation Amount and
could therefore be terminated before the Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.

If you own at least 1,000 Units of the Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges) rather than the typical cash
distribution. See "Tax Status" for additional information. You must
notify the Trustee at least ten business days prior to the Mandatory
Termination Date if you elect this In-Kind Distribution option. If you
do not elect to participate in the In-Kind Distribution option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after the Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the Trust any
accrued costs, expenses, advances or indemnities provided for by the
Indenture, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to pay any taxes or
other governmental charges.

Page 21


    Information on the Sponsor, Trustee and Evaluator

The Sponsor.

We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:

- - The First Trust Combined Series

- - FT Series (formerly known as The First Trust Special Situations Trust)

- - The First Trust Insured Corporate Trust

- - The First Trust of Insured Municipal Bonds

- - The First Trust GNMA

First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $27 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1999, the total partners' capital of
Nike Securities L.P. was $19,881,035 (audited).

This information refers only to us and not to the Trust or to any series
of the Trust or to any other dealer. We are including this information
only to inform you of our financial responsibility and our ability to
carry out our contractual obligations. We will provide more detailed
financial information on request.

Code of Ethics. The Sponsor and the Trust have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trust.

The Trustee.

The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trust, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.

The Trustee has not participated in selecting the Securities for the
Trust; it only provides administrative services.

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.

The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.

If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:

- - Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC;

- - Terminate the Indenture and liquidate the Trusts; or

- - Continue to act as Trustee without terminating the Indenture.

The Evaluator.

The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.

The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make

Page 22

determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for
errors in judgment.

                    Other Information

Legal Opinions.

Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trust.

Experts.

Ernst & Young LLP, independent auditors, have audited the Trust's
statement of net assets, including the schedule of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trust's statement of net assets,
including the schedule of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

Supplemental Information.

If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.

Page 23


                   FIRST TRUST (registered trademark)

                  FUNDAMENTAL VALUE PORTFOLIO, SERIES 2
                                 FT 408

                                Sponsor:

                           NIKE SECURITIES L.P.
                    1001 Warrenville Road, Suite 300
                          Lisle, Illinois 60532
                             1-630-241-4141

                                Trustee:

                        The Chase Manhattan Bank
                       4 New York Plaza, 6th floor
                      New York, New York 10004-2413
                             1-800-682-7520
                          24-Hour Pricing Line:
                             1-800-446-0132

 This prospectus contains information relating to the Fundamental Value
 Portfolio, Series 2, but does not contain all of the information about
    this investment company as filed with the Securities and Exchange
                Commission in Washington, D.C. under the:

- - Securities Act of 1933 (file no. 333-34446) and


- - Investment Company Act of 1940 (file no. 811-05903)

    Information about the Trust, including its Code of Ethics, can be
 reviewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington D.C. Information regarding the operation of
  the Commission's Public Reference Room may be obtained by calling the
                      Commission at 1-202-942-8090.

  Information about the Trust is available on the EDGAR Database on the
                      Commission's Internet site at
                           http://www.sec.gov.

                 To obtain copies at prescribed rates -

              Write: Public Reference Section of the Commission
                     450 Fifth Street, N.W.
                     Washington, D.C. 20549-0102
     e-mail address: [email protected]


                             April 19, 2000


           PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 24


                   First Trust (registered trademark)

                              The FT Series

                         Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 408 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in the Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.


This Information Supplement is dated April 19, 2000. Capitalized terms
have been defined in the prospectus.


                            Table of Contents

Risk Factors
   Securities                                                  1
   Dividends                                                   1
   Foreign Issuers                                             1

Litigation
   Microsoft Corporation                                       2


Risk Factors

Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.

Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Common stocks do not represent an obligation of
the issuer and, therefore, do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities.
The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer
to declare or pay dividends on its common stock or the rights of holders
of common stock with respect to assets of the issuer upon liquidation or
bankruptcy.

Foreign Issuers. Since certain of the Securities included in the Trust
consist of securities of foreign issuers, an investment in the Trust
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trust, the

Page 1

Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trust.

Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the U.S. dollar value of these securities will vary
with fluctuations in the U.S. dollar foreign exchange rates for the
various Securities.

On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trust are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trust of dividends due on, or proceeds
from the sale of, the Securities. However, there can be no assurance
that exchange control regulations might not be adopted in the future
which might adversely affect payment to the Trust. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trust and on the ability of the Trust to satisfy its obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.

Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to the Trust relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.

Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by
the Trust will generally be effected only in foreign securities markets.
Although the Sponsor does not believe that the Trust will encounter
obstacles in disposing of the Securities, investors should realize that
the Securities may be traded in foreign countries where the securities
markets are not as developed or efficient and may not be as liquid as
those in the United States. The value of the Securities will be
adversely affected if trading markets for the Securities are limited or
absent.


Litigation



Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice
and several state Attorneys General. The complaints against Microsoft
include copyright infringement, unfair competition and anti-trust
violations. The claims seek injunctive relief and monetary damages. As
of the quarter ended December 31, 1999, Microsoft's management asserted
that resolving these matters will not have a material adverse impact on
its financial position or its results of operation.


Page 2


               CONTENTS OF REGISTRATION STATEMENT

A.   Bonding Arrangements of Depositor:

     Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
     in  the  total  amount  of  $1,000,000,  the  insurer  being
     National Union Fire Insurance Company of Pittsburgh.

B.   This Registration Statement on Form S-6 comprises the
     following papers and documents:

     The facing sheet

     The Prospectus

     The signatures

     Exhibits


                                  S-1
                           SIGNATURES

     The  Registrant, FT 408, hereby identifies The  First  Trust
Special  Situations  Trust, Series 4;  The  First  Trust  Special
Situations  Trust, Series 18; The First Trust Special  Situations
Trust,  Series  69;  The  First Trust Special  Situations  Trust,
Series 108; The First Trust Special Situations Trust, Series 119;
The First Trust Special Situations Trust, Series 190; FT 286; The
First  Trust Combined Series 272; and FT 412 for purposes of  the
representations   required  by  Rule  487  and   represents   the
following:

     (1)   that the portfolio securities deposited in the  series
as  to  the  securities of which this Registration  Statement  is
being  filed  do  not differ materially in type or  quality  from
those deposited in such previous series;

     (2)   that,  except to the extent necessary to identify  the
specific  portfolio  securities  deposited  in,  and  to  provide
essential  financial information for, the series with respect  to
the  securities  of  which this Registration Statement  is  being
filed,  this  Registration Statement does not contain disclosures
that  differ in any material respect from those contained in  the
registration statements for such previous series as to which  the
effective date was determined by the Commission or the staff; and

     (3)  that it has complied with Rule 460 under the Securities
Act of 1933.

     Pursuant to the requirements of the Securities Act of  1933,
the  Registrant,  FT  408,  has duly  caused  this  Amendment  to
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Village  of  Lisle
and State of Illinois on April 19, 2000.

                              FT 408

                              By   NIKE SECURITIES L.P.
                                        Depositor




                              By   Robert M. Porcellino
                                   Senior Vice President

                               S-2

     Pursuant to the requirements of the Securities Act of  1933,
this  Amendment  to the Registration Statement  has  been  signed
below  by  the following person in the capacity and on  the  date
indicated:

       NAME                TITLE*                 DATE

David J. Allen       Sole Director       )
                     of Nike Securities  )
                     Corporation, the    )   April 19, 2000
                     General Partner of  )
                     Nike Securities L.P.                )
                                         )
                                         )
                                         )  Robert M. Porcellino
                                         )   Attorney-in-Fact**
                                         )
                                         )



       *     The title of the person named herein represents  his
       capacity  in  and  relationship to Nike  Securities  L.P.,
       Depositor.

       **    An  executed copy of the related power  of  attorney
       was  filed with the Securities and Exchange Commission  in
       connection  with the Amendment No. 1 to Form  S-6  of  The
       First  Trust  Combined Series 258 (File No. 33-63483)  and
       the same is hereby incorporated herein by this reference.

                               S-3
                 CONSENT OF INDEPENDENT AUDITORS

     We  consent  to the reference to our firm under the  caption
"Experts"  and to the use of our report dated April 19,  2000  in
Amendment  No. 2 to the Registration Statement (Form  S-6)  (File
No. 333-34446) and related Prospectus of FT 408.



                                               ERNST & YOUNG LLP


Chicago, Illinois
April 19, 2000


                       CONSENTS OF COUNSEL

     The  consents  of counsel to the use of their names  in  the
Prospectus  included  in  this  Registration  Statement  will  be
contained  in their respective opinions to be filed  as  Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.


              CONSENT OF FIRST TRUST ADVISORS L.P.

     The  consent of First Trust Advisors L.P. to the use of  its
name  in  the  Prospectus included in the Registration  Statement
will be filed as Exhibit 4.1 to the Registration Statement.






                                  S-4
                          EXHIBIT INDEX

1.1      Form  of Standard Terms and Conditions of Trust for  The
         First  Trust  Special Situations Trust,  Series  22  and
         certain  subsequent Series, effective November 20,  1991
         among  Nike Securities L.P., as Depositor, United States
         Trust   Company  of  New  York  as  Trustee,  Securities
         Evaluation Service, Inc., as Evaluator, and First  Trust
         Advisors  L.P. as Portfolio Supervisor (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         43693]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 22).

1.1.1    Form of Trust Agreement for FT 408 among Nike Securities
         L.P.,  as  Depositor,  The  Chase  Manhattan  Bank,   as
         Trustee,  First  Trust Advisors L.P., as Evaluator,  and
         First Trust Advisors L.P., as Portfolio Supervisor.

1.2      Copy  of  Certificate  of Limited  Partnership  of  Nike
         Securities L.P. (incorporated by reference to  Amendment
         No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
         The First Trust Special Situations Trust, Series 18).

1.3      Copy   of   Amended  and  Restated  Limited  Partnership
         Agreement  of  Nike  Securities  L.P.  (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         42683]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 18).

1.4      Copy  of  Articles of Incorporation of  Nike  Securities
         Corporation,  the  general partner  of  Nike  Securities
         L.P.,  Depositor (incorporated by reference to Amendment
         No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
         The First Trust Special Situations Trust, Series 18).

1.5      Copy  of  By-Laws  of Nike Securities  Corporation,  the
         general  partner  of  Nike  Securities  L.P.,  Depositor
         (incorporated by reference to Amendment No. 1 to Form S-
         6 [File No. 33-42683] filed on behalf of The First Trust
         Special Situations Trust, Series 18).

1.6      Underwriter  Agreement  (incorporated  by  reference  to
         Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 19).

2.1      Copy  of  Certificate of Ownership (included in  Exhibit
         1.1 filed herewith on page 2 and incorporated herein  by
         reference).

                               S-5

2.2  Copy  of  Code  of  Ethics  (incorporated  by  reference  to
        Amendment No. 1 to form S-6 [File No. 333-31176] filed on behalf
        of FT 415).

3.1      Opinion  of  counsel as to legality of securities  being
         registered.

3.2      Opinion  of counsel as to Federal income tax  status  of
         securities being registered.

3.3      Opinion  of counsel as to New York income tax status  of
         securities being registered.

3.4      Opinion  of  counsel  as  to  advancement  of  funds  by
         Trustee.

4.1      Consent of First Trust Advisors L.P.

6.1      List  of  Directors and Officers of Depositor and  other
         related   information  (incorporated  by  reference   to
         Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 18).

7.1      Power  of  Attorney executed by the Director  listed  on
         page S-3 of this Registration Statement (incorporated by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         63483]  filed  on  behalf of The  First  Trust  Combined
         Series 258).





                               S-6





                           MEMORANDUM

                             FT 408
                       File No. 333-34446

     The Prospectus and the Indenture filed with Amendment No.  2
of  the  Registration Statement on Form S-6 have been revised  to
reflect information regarding the execution of the Indenture  and
the  deposit  of Securities on April 19, 2000 and  to  set  forth
certain statistical data based thereon.  In addition, there are a
number of other changes described below.


                         THE PROSPECTUS

Cover Page     The date of the Trust has been added.

Page 3         The following information for the Trust appears:

               The   Aggregate  Value  of  Securities   initially
               deposited has been added.

               The initial number of units of the Trust

               Sales charge

               The  Public  Offering Price per  Unit  as  of  the
               business day before the Initial Date of Deposit

               The Mandatory Termination Date has been added.

Page 5         The Report of Independent Auditors has been
               completed.

Page 6         The Statement of Net Assets has been completed.

Page 7         The Schedule of Investments has been completed.



 THE TRUST AGREEMENT AND STANDARD TERMS AND CONDITIONS OF TRUST

               The  Trust Agreement has been conformed to reflect
               the execution thereof.

                                    CHAPMAN AND CUTLER

April 19, 2000








                             FT 408

                         TRUST AGREEMENT

                     Dated:  April 19, 2000

     The   Trust  Agreement  among  Nike  Securities   L.P.,   as
Depositor,  The Chase Manhattan Bank, as Trustee and First  Trust
Advisors L.P., as Evaluator and Portfolio Supervisor, sets  forth
certain  provisions in full and incorporates other provisions  by
reference to the document entitled "Standard Terms and Conditions
of  Trust for The First Trust Special Situations Trust, Series 22
and  certain  subsequent  Series, Effective  November  20,  1991"
(herein called the "Standard Terms and Conditions of Trust"), and
such  provisions  as are incorporated by reference  constitute  a
single  instrument.   All  references  herein  to  Articles   and
Sections  are to Articles and Sections of the Standard Terms  and
Conditions of Trust.


                        WITNESSETH THAT:

     In   consideration  of  the  premises  and  of  the   mutual
agreements  herein  contained, the Depositor,  the  Trustee,  the
Evaluator and the Portfolio Supervisor agree as follows:


                             PART I


             STANDARD TERMS AND CONDITIONS OF TRUST

     Subject  to  the provisions of Part II and Part III  hereof,
all the provisions contained in the Standard Terms and Conditions
of  Trust  are herein incorporated by reference in their entirety
and  shall be deemed to be a part of this instrument as fully and
to  the same extent as though said provisions had been set  forth
in full in this instrument.


                             PART II


              SPECIAL TERMS AND CONDITIONS OF TRUST


            FOR FUNDAMENTAL VALUE PORTFOLIO, SERIES 2

     The following special terms and conditions are hereby agreed
to:

     A.     The  Securities  initially  deposited  in  the  Trust
pursuant to Section 2.01 of the Standard Terms and Conditions  of
Trust are set forth in the Schedules hereto.

     B.    (1) The aggregate number of Units outstanding for  the
Trust  on  the Initial Date of Deposit and the initial fractional
undivided  interest in and ownership of the Trust represented  by
each  Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."

     Documents  representing this number of Units for  the  Trust
are  being delivered by the Trustee to the Depositor pursuant  to
Section 2.03 of the Standard Terms and Conditions of Trust.

     C.    The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."

     D.   The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."

     E.    The  Distribution Date shall be as set  forth  in  the
Prospectus under "Summary of Essential Information."

     F.    The Mandatory Termination Date for the Trust shall  be
as  set  forth  in  the  Prospectus under "Summary  of  Essential
Information."

     G.     The  Evaluator's  compensation  as  referred  to   in
Section 4.03 of the Standard Terms and Conditions of Trust  shall
be  an  annual  fee in the amount of $.0030 per Unit,  calculated
based  on  the  largest  number of Units outstanding  during  the
calendar  year  except  during the  initial  offering  period  as
determined in Section 4.01 of this Indenture, in which  case  the
fee   is  calculated  based  on  the  largest  number  of   units
outstanding during the period for which the compensation is  paid
(such  annual fee to be pro rated for any calendar year in  which
the  Evaluator provides services during less than  the  whole  of
such  year).   Such fee may exceed the actual cost  of  providing
such  evaluation services for the Trust, but at no time will  the
total  amount received for evaluation services rendered  to  unit
investment trusts of which Nike Securities L.P. is the sponsor in
any  calendar year exceed the aggregate cost to the Evaluator  of
supplying such services in such year.

     H.     The   Trustee's   Compensation   Rate   pursuant   to
Section 6.04 of the Standard Terms and Conditions of Trust  shall
be  an  annual  fee in the amount of $.0095 per Unit,  calculated
based  on  the  largest  number of Units outstanding  during  the
calendar  year  except  during the  initial  offering  period  as
determined in Section 4.01 of this Indenture, in which  case  the
fee   is  calculated  based  on  the  largest  number  of   units
outstanding during the period for which the compensation is  paid
(such  annual fee to be pro rated for any calendar year in  which
the  Trustee provides services during less than the whole of such
year).  However, in no event, except as may otherwise be provided
in  the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less  than
$2,000 for such annual compensation.

     I.   The Portfolio Supervisors compensation as referred to
in Section 3.13 of the Standard Terms and Conditions of Trust
shall be an annual fee in the amount of $.0035 per Unit.

     J.    The Initial Date of Deposit for the Trust is April 19,
2000.

     K.    The  minimum amount of Securities to be  sold  by  the
Trustee  pursuant  to  Section 5.02  of  the  Indenture  for  the
redemption of Units shall be 100 shares.

     L.    The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0033 per Unit.

     M.    The  minimum number of Units a Unit holder must redeem
in order to be eligible for an in-kind distribution of Securities
pursuant to Section 5.02 shall be 1,000 Units of the Trust.


                            PART III

     A.     Notwithstanding  anything  to  the  contrary  in  the
Standard  Terms and Conditions of Trust, references to subsequent
Series  established after the date of effectiveness of the  First
Trust  Special Situations Trust, Series 24 shall include  the  FT
Series to which this Trust Agreement relates.

     B.     Notwithstanding  anything  to  the  contrary  in  the
Prospectus, parties to the trust agreement are hereby advised:

          The  Trusts  are  not  sponsored,  endorsed,  sold   or
     promoted  by  Dow Jones & Company, Inc. ("Dow Jones").   Dow
     Jones  makes  no  representation  or  warranty,  express  or
     implied,  to the owners of the Trusts or any member  of  the
     public regarding the advisability of investing in securities
     generally  or in the Trusts particularly.  Dow  Jones'  only
     relationship  to  the  Sponsor is the licensing  of  certain
     trademarks, trade names and service marks of Dow  Jones  and
     of the Dow Jones Industrial AverageSM , which is determined,
     composed and calculated by Dow Jones without regard  to  the
     Sponsor or the Trusts.  Dow Jones has no obligation to  take
     the  needs  of the Sponsor or the owners of the Trusts  into
     consideration  in determining, composing or  calculating  to
     Dow   Jones   Industrial  AverageSM.   Dow  Jones   is   not
     responsible   for   and   has  not   participated   in   the
     determination of the timing of, prices at, or quantities  of
     the  Trusts  to  be  issued  or  in  the  determination   or
     calculation of the equation by which the Trusts  are  to  be
     converted  into  cash.   Dow  Jones  has  no  obligation  or
     liability  in connection with the administration,  marketing
     or trading of the Trusts.

          DOW  JONES  DOES NOT GUARANTEE THE ACCURACY AND/OR  THE
     COMPLETENESS  OF THE DOW JONES INDUSTRIAL AVERAGESM  OR  ANY
     DATA  INCLUDED THEREIN AND DOW JONES SHALL HAVE NO LIABILITY
     FOR  ANY  ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.   DOW
     JONES  MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO  RESULTS
     TO  BE OBTAINED BY THE SPONSOR, OWNERS OF THE TRUSTS, OR ANY
     OTHER  PERSON  OR  ENTITY FROM THE  USE  OF  THE  DOW  JONES
     INDUSTRIAL  AVERAGESM  OR ANY DATA  INCLUDED  THEREIN.   DOW
     JONES  MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
     DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS  FOR
     A  PARTICULAR PURPOSE OR USE WITH RESPECT TO THE  DOW  JONES
     INDUSTRIAL AVERAGESM OR ANY DATA INCLUDED THEREIN.   WITHOUT
     LIMITING  ANY OF THE FOREGOING, IN NO EVENT SHALL DOW  JONES
     HAVE  ANY  LIABILITY  FOR  ANY  LOST  PROFITS  OR  INDIRECT,
     PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED
     OF THE POSSIBILITY THEREOF.

     C.    The  term  "Principal Account" as  set  forth  in  the
Standard Terms and Conditions of Trust shall be replaced with the
term "Capital Account."

     D.   Section 1.01(2) shall be amended to read as follows:

           "(2) "Trustee" shall mean The Chase Manhattan Bank, or
any successor trustee appointed as hereinafter provided."

     All references to United States Trust Company of New York in
the  Standard Terms and Conditions of Trust shall be  amended  to
refer to The Chase Manhattan Bank.

     E.   Section 1.01(3) shall be amended to read as follows:

          "(3)  "Evaluator" shall mean First Trust Advisors  L.P.
     and  its  successors in interest, or any successor evaluator
     appointed as hereinafter provided."

     F.   Section 1.01(4) shall be amended to read as follows:

          "(4)  "Portfolio  Supervisor" shall  mean  First  Trust
     Advisors  L.P.  and  its  successors  in  interest,  or  any
     successor  portfolio  supervisor  appointed  as  hereinafter
     provided."

     G.   Section 1.01(26) shall be added to read as follows:

          "(26)  The term "Rollover Unit holder" shall be defined
     as set forth in Section 5.05, herein."

     H.   Section 1.01(27) shall be added to read as follows:

          "(27)   If the Prospectus for a Trust contemplates  the
     rollover  of Units as set forth in Section 5.05 herein,  the
     term  "Rollover Notification Date" shall be defined  as  set
     forth   in   the  Prospectus  under  "Summary  of  Essential
     Information."

     I.   Section 1.01(28) shall be added to read as follows:

          "(28)  If  the Prospectus for a Trust contemplates  the
     rollover  of Units as set forth in Section 5.05 herein,  the
     term  "Rollover Distribution" shall be defined as set  forth
     in Section 5.05, herein."

     J.   Section 1.01(29) shall be added to read as follows:

          "(29)  If  the Prospectus for a Trust contemplates  the
     rollover  of Units as set forth in Section 5.05 herein,  the
     term  "Distribution Agent" shall refer to the Trustee acting
     in   its   capacity  as  distribution  agent   pursuant   to
     Section 5.05 herein."

     K.   Section 1.01(30) shall be added to read as follows:

          "(30)  If  the Prospectus for a Trust contemplates  the
     rollover  of Units as set forth in Section 5.05 herein,  the
     term "Special Redemption and Liquidation Period" shall be as
     set  forth  in  the Prospectus under "Summary  of  Essential
     Information."

     L.    Paragraph (b) of Section 2.01 shall be restated in its
entirety as follows:

          (b)(1)From time to time following the Initial  Date  of
     Deposit,  the  Depositor  is  hereby  authorized,   in   its
     discretion,  to  assign,  convey to  and  deposit  with  the
     Trustee (i) additional Securities, duly endorsed in blank or
     accompanied  by all necessary instruments of assignment  and
     transfer  in proper form, (ii) Contract Obligations relating
     to  such  additional Securities, accompanied by cash  and/or
     Letter(s)  of Credit as specified in paragraph (c)  of  this
     Section  2.01, or (iii) cash (or a Letter of Credit in  lieu
     of   cash)   with   instructions  to   purchase   additional
     Securities,  in an amount equal to the portion of  the  Unit
     Value  of the Units created by such deposit attributable  to
     the   Securities   to   be  purchased   pursuant   to   such
     instructions.    Except  as  provided   in   the   following
     subparagraphs (2), (3) and (4) the Depositor, in each  case,
     shall  ensure  that  each deposit of  additional  Securities
     pursuant  to  this  Section shall  maintain,  as  nearly  as
     practicable,  the Percentage Ratio.  Each  such  deposit  of
     additional Securities shall be made pursuant to a Notice  of
     Deposit  of Additional Securities delivered by the Depositor
     to   the   Trustee.   Instructions  to  purchase  additional
     Securities shall be in writing, and shall specify  the  name
     of  the  Security,  CUSIP number, if any, aggregate  amount,
     price  or  price  range  and date  to  be  purchased.   When
     requested by the Trustee, the Depositor shall act as  broker
     to  execute  purchases in accordance with such instructions;
     the Depositor shall be entitled to compensation therefor  in
     accordance with applicable law and regulations.  The Trustee
     shall  have  no  liability  for  any  loss  or  depreciation
     resulting from any purchase made pursuant to the Depositor's
     instructions or made by the Depositor as broker.

          (2)   Additional  Securities (or  Contract  Obligations
     therefor)  may, at the Depositor's discretion, be  deposited
     or purchased in round lots.  If the amount of the deposit is
     insufficient  to acquire round lots of each Security  to  be
     acquired,  the additional Securities shall be  deposited  or
     purchased  in  the order of the Security in the  Trust  most
     under-represented  immediately  before  the   deposit   with
     respect to the Percentage Ratio.

          (3)   If  at  the  time  of  a  deposit  of  additional
     Securities, Securities of an issue deposited on the  Initial
     Date  of  Deposit (or of an issue of Replacement  Securities
     acquired  to replace an issue deposited on the Initial  Date
     of   Deposit)  are  unavailable,  cannot  be  purchased   at
     reasonable  prices  or  their  purchase  is  prohibited   or
     restricted  by  applicable law, regulation or policies,  the
     Depositor  may  (i)  deposit, or  instruct  the  Trustee  to
     purchase,  in  lieu thereof, another issue of Securities  or
     Replacement Securities or (ii) deposit cash or a  letter  of
     credit  in an amount equal to the valuation of the issue  of
     Securities   whose   acquisition  is   not   feasible   with
     instructions to acquire such Securities of such  issue  when
     they become available.

          (4)    Any  contrary  authorization  in  the  preceding
     subparagraphs (1) through (3) notwithstanding,  deposits  of
     additional   Securities  made  after   the   90-day   period
     immediately  following the Initial Date of  Deposit  (except
     for deposits made to replace Failed Contract Obligations  if
     such  deposits  occur within 20 days  from  the  date  of  a
     failure  occurring within such initial 90-day period)  shall
     maintain  exactly the Percentage Ratio existing  immediately
     prior to such deposit.

          (5)   In connection with and at the time of any deposit
     of  additional Securities pursuant to this Section  2.01(b),
     the  Depositor  shall  exactly replicate  Cash  (as  defined
     below) received or receivable by the Trust as of the date of
     such deposit.  For purposes of this paragraph, "Cash" means,
     as  to  the  Capital Account, cash or other property  (other
     than   Securities)  on  hand  in  the  Capital  Account   or
     receivable and to be credited to the Capital Account  as  of
     the   date  of  the  deposit  (other  than  amounts  to   be
     distributed  solely to persons other than holders  of  Units
     created by the deposit) and, as to the Income Account,  cash
     or  other property (other than Securities) received  by  the
     Trust  as  of the date of the deposit or receivable  by  the
     Trust  in  respect  of a record date  for  a  payment  on  a
     Security  which has occurred or will occur before the  Trust
     will  be the holder of record of a Security, reduced by  the
     amount  of any cash or other property received or receivable
     on  any Security allocable (in accordance with the Trustee's
     calculations  of  distributions  from  the  Income   Account
     pursuant  to Section 3.05) to a distribution made or  to  be
     made  in  respect of a Record Date occurring  prior  to  the
     deposit.   Such replication will be made on the basis  of  a
     fraction,  the  numerator of which is the  number  of  Units
     created by the deposit and the denominator of which  is  the
     number  of Units which are outstanding immediately prior  to
     the  deposit.  Cash represented by a foreign currency  shall
     be  replicated  in  such currency or,  if  the  Trustee  has
     entered into a contract for the conversion thereof, in  U.S.
     dollars  in an amount replicating the dollars to be received
     on such conversion."

     M.    The following shall be added immediately following the
first sentence of paragraph (c) of Section 2.01:

          "The Trustee may allow the Depositor to substitute  for
     any  Letter(s)  of  Credit deposited  with  the  Trustee  in
     connection  with  the deposits described in Section  2.01(a)
     and  (b)  cash  in  an  amount  sufficient  to  satisfy  the
     obligations  to which the Letter(s) of Credit relates.   Any
     substituted  Letter(s) of Credit shall be  released  by  the
     Trustee."

     N.   Section 2.01(c) of the Standard Terms and Conditions of
Trust is hereby amended by adding the following at the conclusion
thereof:

               "If any Contract Obligation requires settlement in
     a  foreign currency, in connection with the deposit of  such
     Contract  Obligation  the Depositor will  deposit  with  the
     Trustee  either  an amount of such currency   sufficient  to
     settle  the contract or a foreign exchange contract in  such
     amount which settles concurrently with the settlement of the
     Contract Obligation and cash or a Letter of Credit  in  U.S.
     dollars   sufficient  to  perform  such   foreign   exchange
     contact."


     O.   Section 2.03(a) of the Standard Terms and Conditions of
Trust shall be amended by adding the following sentence after the
first sentence of such section:

          "The  number of Units may be increased through a  split
     of  the  Units or decreased through a reverse split thereof,
     as  directed in writing by the Depositor, at any  time  when
     the  Depositor is the only beneficial holder of Units, which
     revised number of Units shall be recorded by the Trustee  on
     its  books.   The Trustee shall be entitled to rely  on  the
     Depositor's direction as certification that no person  other
     than  the  Depositor has a beneficial interest in the  Units
     and  the  Trustee shall have no liability to any person  for
     action taken pursuant to such direction."

     P.    Section  3.01 of the Standard Terms and Conditions  of
Trust shall be replaced in its entirety with the following:

          "Section 3.01.  Initial Cost.  Subject to reimbursement
     as  hereinafter provided, the cost of organizing  the  Trust
     and  the  sale  of  the Trust Units shall be  borne  by  the
     Depositor, provided, however, that the liability on the part
     of  the  Depositor under this section shall not include  any
     fees  or  other  expenses incurred in  connection  with  the
     administration  of  the  Trust  subsequent  to  the  deposit
     referred  to  in  Section 2.01.  At the  conclusion  of  the
     period  of time during which a Trusts organization expenses
     will  be included in the Public Offering Price of Units (the
     "Organization  Expense  Period"),  as  set  forth   in   the
     Prospectus for a Trust (as certified by the Depositor to the
     Trustee),  the  Trustee shall withdraw from the  Account  or
     Accounts  specified in the Prospectus or, if no  Account  is
     therein specified, from the Capital Account, and pay to  the
     Depositor   the   Depositor's   reimbursable   expenses   of
     organizing  the Trust in an amount certified to the  Trustee
     by  the Depositor.  In no event shall the amount paid by the
     Trustee  to  the Depositor for the Depositors  reimbursable
     expenses  of  organizing the Trust exceed the estimated  per
     Unit   amount  of  organization  costs  set  forth  in   the
     Prospectus for the Trust multiplied by the number  of  Units
     of   the   Trust  outstanding  at  the  conclusion  of   the
     Organization  Expense  Period; nor shall  the  Depositor  be
     entitled  to  or  request  reimbursement  for  expenses   of
     organizing  the Trust incurred after the conclusion  of  the
     Organization  Expense Period.  If the cash  balance  of  the
     Capital Account is insufficient to make such withdrawal, the
     Trustee shall, as directed by the Depositor, sell Securities
     identified by the Depositor, or distribute to the  Depositor
     Securities having a value, as determined under Section  4.01
     as   of  the  date  of  distribution,  sufficient  for  such
     reimbursement.   Securities  sold  or  distributed  to   the
     Depositor  to  reimburse  the  Depositor  pursuant  to  this
     Section  shall  be sold or distributed by  the  Trustee,  to
     extent  practicable, in the percentage ratio then  existing.
     The  reimbursement provided for in this section shall be for
     the  account of the Unit holders of record at the conclusion
     of  the  Organization Expense Period.  Any assets  deposited
     with  the  Trustee  in respect of the expenses  reimbursable
     under  this  Section 3.01 shall be held and administered  as
     assets  of  the  Trust  for  all  purposes  hereunder.   The
     Depositor  shall deliver to the Trustee any cash  identified
     in  the Statement of Net Assets of the Trust included in the
     Prospectus  not  later than the expiration of  the  Delivery
     Period  and the Depositors obligation to make such delivery
     shall  be secured by the letter of credit deposited pursuant
     to   Section  2.01.   Any  cash  which  the  Depositor   has
     identified  as  to  be  used for reimbursement  of  expenses
     pursuant  to this Section 3.01 shall be held by the Trustee,
     without  interest,  and  reserved  for  such  purpose   and,
     accordingly,  prior  to the conclusion of  the  Organization
     Expense  Period,  shall not be subject to  distribution  or,
     unless the Depositor otherwise directs, used for payment  of
     redemptions  in  excess  of  the  per  Unit  amount  payable
     pursuant  to  the next sentence.  If a Unit  holder  redeems
     Units  prior  to the conclusion of the Organization  Expense
     Period,  the  Trustee  shall pay  to  the  Unit  holder,  in
     addition  to  the  Redemption Value of the  tendered  Units,
     unless otherwise directed by the Depositor, an amount  equal
     to  the estimated per Unit cost of organizing the Trust  set
     forth in the Prospectus, or such lower revision thereof most
     recently  communicated  to  the  Trustee  by  the  Depositor
     pursuant to Section 5.01, multiplied by the number of  Units
     tendered for redemption; to the extent the cash on  hand  in
     the  Trust  is  insufficient for such payment,  the  Trustee
     shall  have the power to sell Securities in accordance  with
     Section  5.02.  As used herein, the Depositor's reimbursable
     expenses of organizing the Trust shall include the  cost  of
     the  initial preparation and typesetting of the registration
     statement,      prospectuses     (including      preliminary
     prospectuses),  the indenture, and other documents  relating
     to  the Trust, SEC and state blue sky registration fees, the
     cost of the initial valuation of the portfolio and audit  of
     the Trust, the initial fees and expenses of the Trustee, and
     legal and other out-of-pocket expenses related thereto,  but
     not  including  the  expenses incurred in  the  printing  of
     preliminary prospectuses and prospectuses, expenses incurred
     in  the  preparation  and printing of  brochures  and  other
     advertising materials and any other selling expenses."

      Q.    The  second paragraph of Section 3.02 of the Standard
Terms  and  Conditions is hereby deleted and  replaced  with  the
following sentence:

          "Any  non-cash distributions (other than a  non-taxable
     distribution  of the shares of the distributing  corporation
     which  shall  be retained by a Trust) received  by  a  Trust
     shall be dealt with in the manner described at Section 3.11,
     herein,  and shall be retained or disposed of by such  Trust
     according  to  those  provisions.   The  proceeds   of   any
     disposition  shall be credited to the Income  Account  of  a
     Trust.   Neither  the  Trustee nor the  Depositor  shall  be
     liable  or responsible in any way for depreciation  or  loss
     incurred by reason of any such sale."

     R.   Section 3.05.II(a) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:

          "II.  (a) On each Distribution Date, the Trustee  shall
     distribute  to each Unit holder of record at  the  close  of
     business  on  the  Record  Date immediately  preceding  such
     Distribution  Date  an amount per Unit equal  to  such  Unit
     holder's  Income Distribution (as defined below), plus  such
     Unit  holder's pro rata share of the balance of the  Capital
     Account  (except for monies on deposit therein  required  to
     purchase  Contract Obligations) computed as of the close  of
     business on such Record Date after deduction of any  amounts
     provided  in  Subsection  I,  provided,  however,  that  the
     Trustee  shall  not be required to make a distribution  from
     the   Capital  Account  unless  the  amount  available   for
     distribution shall equal $1.00 per 100 Units.

          Each  Trust  shall  provide the following  distribution
     elections:  (1) distributions to be made by check mailed  to
     the post office address of the Unit holder as it appears  on
     the  registration books of the Trustee, or (2)  if  provided
     for   in   the   Prospectus  for  a  Trust,  the   following
     reinvestment option:

               The Trustee will, for any Unit holder who provides
          the  Trustee written instruction, properly executed and
          in  form satisfactory to the Trustee, received  by  the
          Trustee no later than its close of business 10 business
          days  prior to a Record Date (the "Reinvestment  Notice
          Date"),  reinvest such Unit holder's distribution  from
          the  Income and Capital Accounts in Units of the Trust,
          purchased  from  the  Depositor,  to  the  extent   the
          Depositor shall make Units available for such purchase,
          at  the  Depositor's offering price  as  of  the  third
          business day prior to the following Distribution  Date,
          and at such reduced sales charge as may be described in
          the prospectus for the Trusts.  If, for any reason, the
          Depositor  does  not have Units of the Trust  available
          for  purchase, the Trustee shall distribute  such  Unit
          holder's  distribution  from  the  Income  and  Capital
          Accounts  in the manner provided in clause (1)  of  the
          preceding paragraph.  The Trustee shall be entitled  to
          rely  on  a  written  instruction received  as  of  the
          Reinvestment Notice Date and shall not be  affected  by
          any  subsequent  notice to the contrary.   The  Trustee
          shall   have   no  responsibility  for  any   loss   or
          depreciation  resulting from any reinvestment  made  in
          accordance  with this paragraph, or for any failure  to
          make  such reinvestment in the event the Depositor does
          not make Units available for purchase.

          Any   Unit  holder  who  does  not  effectively   elect
     reinvestment in Units of their respective Trust pursuant  to
     the preceding paragraph shall receive a cash distribution in
     the  manner  provided in clause (1) of the second  preceding
     paragraph."

     S.   Section 3.05.II(b) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:

          "II.  (b)  For purposes of this Section 3.05, the  Unit
     holder's  Income Distribution shall be equal  to  such  Unit
     holder's  pro rata share of the cash balance in  the  Income
     Account  computed as of the close of business on the  Record
     Date  immediately  preceding such Income Distribution  after
     deduction  of  (i)  the  fees and expenses  then  deductible
     pursuant  to Section 3.05.I. and (ii) the Trustee's estimate
     of  other expenses properly chargeable to the Income Account
     pursuant  to the Indenture which have accrued,  as  of  such
     Record  Date, or are otherwise properly attributable to  the
     period to which such Income Distribution relates."

      T.    Paragraph (c) of Subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to  read
as follows:

          "On each Distribution Date the Trustee shall distribute
     to  each  Unit holder of record at the close of business  on
     the Record Date immediately preceding such Distribution Date
     an  amount  per  Unit equal to such Unit holder's  pro  rata
     share  of  the  balance of the Capital Account  (except  for
     monies  on  deposit  therein required to  purchase  Contract
     Obligations)  computed as of the close of business  on  such
     Record  Date  after  deduction of any  amounts  provided  in
     Subsection I."

     U.    Section 3.05 of Article III of the Standard Terms  and
Conditions  of  Trust is hereby amended to include the  following
subsection:

          "Section 3.05.I.(e) deduct from the Income Account  or,
     to  the extent funds are not available in such Account, from
     the Capital Account and pay to the Depositor the amount that
     it is entitled to receive pursuant to Section 3.14."

     V.   Section 3.07 of the Standard Terms and Conditions of
Trust is amended to delete the word and at the end of Section
3.07(f) and replace Section 3.01(g) with the following:

     "(g)  that  such sale is required due to Units tendered  for
redemption;
       (h)  that the sale of Securities is necessary or advisable
in  order  to  maintain  the qualification  of  the  Trust  as  a
"regulated investment company" in the case of a Trust  which  has
elected to qualify as such; and
       (i)  that there has been a public tender offer made for  a
Security  or  a  merger or acquisition is announced  affecting  a
Security,  and  that in the opinion of the Sponsor  the  sale  or
tender  of  the  Security is in the best  interest  of  the  Unit
holders."

      W.    Section 3.11 of the Standard Terms and Conditions  of
Trust  is  hereby deleted in its entirety and replaced  with  the
following language:

          "Section 3.11. Notice to Depositor.

          In  the event that the Trustee shall have been notified
     at  any  time  of any action to be taken or proposed  to  be
     taken  by  at least a legally required number of holders  of
     any  Securities deposited in a Trust, the Trustee shall take
     such  action or omit from taking any action, as appropriate,
     so  as to insure that the Securities are voted as closely as
     possible  in the same manner and the same general proportion
     as are the Securities held by owners other than such Trust.

          In  the event that an offer by the issuer of any of the
     Securities  or any other party shall be made  to  issue  new
     securities, or to exchange securities, for Trust Securities,
     the  Trustee shall reject such offer.  However,  should  any
     issuance,    exchange    or   substitution    be    effected
     notwithstanding such rejection or without an initial  offer,
     any  securities,  cash  and/or property  received  shall  be
     deposited   hereunder  and  shall  be  promptly   sold,   if
     securities  or  property,  by the Trustee  pursuant  to  the
     Depositor's  direction,  unless the  Depositor  advises  the
     Trustee  to keep such securities or property.  The Depositor
     may  rely  on  the Portfolio Supervisor in so  advising  the
     Trustee.   The  cash  received in  such  exchange  and  cash
     proceeds  of  any  such sales shall be distributed  to  Unit
     holders  on  the  next distribution date in the  manner  set
     forth  in  Section  3.05  regarding distributions  from  the
     Capital  Account.   The  Trustee  shall  not  be  liable  or
     responsible in any way for depreciation or loss incurred  by
     reason of any such sale.

          Neither  the Depositor nor the Trustee shall be  liable
     to  any  person  for any action or failure  to  take  action
     pursuant to the terms of this Section 3.11.

          Whenever  new  securities or property is  received  and
     retained  by  a  Trust pursuant to this  Section  3.11,  the
     Trustee  shall  provide to all Unit holders  of  such  Trust
     notices  of such acquisition in the Trustee's annual  report
     unless prior notice is directed by the Depositor."


     X.   The first sentence of Section 3.13. shall be amended to
read as follows:

          "As  compensation  for providing supervisory  portfolio
     services  under  this  Indenture, the  Portfolio  Supervisor
     shall receive, in arrears, against a statement or statements
     therefor  submitted to the Trustee monthly  or  annually  an
     aggregate  annual fee in the per Unit amount  set  forth  in
     Part  II  of  the Trust Agreement, calculated based  on  the
     largest number of Units outstanding during the calendar year
     except  during the initial offering period as determined  in
     Section  4.01 of this Indenture, in which case  the  fee  is
     calculated  based on the largest number of Units outstanding
     during  the period for which the compensation is paid  (such
     annual  fee to be pro rated for any calendar year  in  which
     the  Portfolio Supervisor provides services during less than
     the  whole  of such year).  Such fee may exceed  the  actual
     cost  of  providing such portfolio supervision services  for
     the Trust, but at no time will the total amount received for
     portfolio  supervision services rendered to unit  investment
     trusts  of which Nike Securities L.P. is the sponsor in  any
     calendar  year  exceed the aggregate cost to  the  Portfolio
     Supervisor of supplying such services in such year."

     Y.    Article  III of the Standard Terms and  Conditions  of
Trust  is  hereby  amended by inserting the following  paragraphs
which shall be entitled Section 3.14.:

          "Section 3.14. Bookkeeping and Administrative Expenses.
     As   compensation  for  providing  bookkeeping   and   other
     administrative   services  of  a  character   described   in
     26(a)(2)(C) of the Investment Company Act of  1940  to  the
     extent  such  services  are  in  addition  to,  and  do  not
     duplicate,  the  services to be provided  hereunder  by  the
     Trustee  or  the  Portfolio Supervisor, the Depositor  shall
     receive against a statement or statements therefor submitted
     to  the Trustee monthly or annually an aggregate annual  fee
     in  the  per Unit amount set forth in Part II of  the  Trust
     Agreement, calculated based on the largest number  of  Units
     outstanding  during  the  calendar year  except  during  the
     initial  offering period as determined in  Section  4.01  of
     this Indenture, in which case the fee is calculated based on
     the  largest number of Units outstanding during  the  period
     for  which the compensation is paid (such annual fee  to  be
     pro  rated  for  any  calendar year in which  the  Depositor
     provides services during less than the whole of such  year).
     Such  fee  may  exceed  the actual cost  of  providing  such
     bookkeeping and administrative services for the  Trust,  but
     at  not  time will the total amount received for bookkeeping
     and  administrative  services rendered  to  unit  investment
     trusts  of which Nike Securities L.P. is the sponsor in  any
     calendar year exceed the aggregate cost to the Depositor  of
     supplying  such  services in such year.   Such  compensation
     may,  from time to time, be adjusted provided that the total
     adjustment  upward does not, at the time of such adjustment,
     exceed the percentage of the total increase, after the  date
     hereof, in consumer prices for services as measured  by  the
     United  States  Department  of Labor  consumer  Price  Index
     entitled  "All  Services Less Rent of  Shelter"  or  similar
     index,  if  such  index should no longer be published.   The
     consent  or  concurrence of any Unit holder hereunder  shall
     not  be required for any such adjustment or increase.   Such
     compensation shall be paid by the Trustee, upon  receipt  of
     an  invoice therefor from the Depositor, upon which,  as  to
     the  cost  incurred  by the Depositor of providing  services
     hereunder the Trustee may rely, and shall be charged against
     the   Income   and  Capital  Accounts  on  or   before   the
     Distribution Date following the Monthly Record Date on which
     such period terminates.  The Trustee shall have no liability
     to  any  Certificateholder or other person for  any  payment
     made in good faith pursuant to this Section.

          If  the cash balance in the Income and Capital Accounts
     shall   be  insufficient  to  provide  for  amounts  payable
     pursuant  to this Section 3.14, the Trustee shall  have  the
     power  to  sell  (i)  Securities from the  current  list  of
     Securities  designated to be sold pursuant to  Section  5.02
     hereof,  or  (ii)  if  no  such  Securities  have  been   so
     designated, such Securities as the Trustee may  see  fit  to
     sell in its own discretion, and to apply the proceeds of any
     such sale in payment of the amounts payable pursuant to this
     Section 3.14.

          Any  moneys payable to the Depositor pursuant  to  this
     Section  3.14 shall be secured by a prior lien on the  Trust
     Fund except that no such lien shall be prior to any lien  in
     favor  of  the Trustee under the provisions of Section  6.04
     herein."

     Z.    Article  III of the Standard Terms and  Conditions  of
Trust  is  hereby  amended by inserting the  following  paragraph
which shall be entitled Section 3.15:

          "Section   3.15.   Deferred  Sales  Charge.    If   the
     prospectus  related to the Trust specifies a deferred  sales
     charge, the Trustee shall, on the dates specified in and  as
     permitted  by  such Prospectus (the "Deferred  Sales  Charge
     Payment  Dates"),  withdraw from  the  Capital  Account,  an
     amount per Unit specified in such Prospectus and credit such
     amount  to  a  special non-Trust account designated  by  the
     Depositor  out  of which the deferred sales charge  will  be
     distributed  to  or  on the order of the Depositor  on  such
     Deferred  Sales  Charge Payment Dates (the  "Deferred  Sales
     Charge Account").  If the balance in the Capital Account  is
     insufficient to make such withdrawal, the Trustee shall,  as
     directed  by  the  Depositor, advance  funds  in  an  amount
     required to fund the proposed withdrawal and be entitled  to
     reimbursement of such advance upon the deposit of additional
     monies  in  the Capital Account, and/or sell Securities  and
     credit  the  proceeds thereof to the Deferred  Sales  Charge
     Account,  provided,  however,  that  the  aggregate   amount
     advanced  by  the  Trustee at any time for  payment  of  the
     deferred  sales  charge  shall  not  exceed  $15,000.   Such
     direction  shall,  if  the Trustee is  directed  to  sell  a
     Security,  identify  the Security to  be  sold  and  include
     instructions  as  to the execution of  such  sale.   In  the
     absence  of  such  direction by the Depositor,  the  Trustee
     shall  sell Securities sufficient to pay the deferred  sales
     charge  (and  any unreimbursed advance then outstanding)  in
     full,  and shall select Securities to be sold in such manner
     as  will  maintain (to the extent practicable) the  relative
     proportion  of number of shares of each Security then  held.
     The  proceeds of such sales, less any amounts  paid  to  the
     Trustee  in reimbursement of its advances, shall be credited
     to  the  Deferred Sales Charge Account.  If  a  Unit  holder
     redeems  Units  prior to full payment of the deferred  sales
     charge,  the  Trustee shall, if so provided in  the  related
     Prospectus  and,  except for situations in which  the  Trust
     Fund  Evaluation  determined as  provided  in  Section  5.01
     hereof  has been reduced by the amount of any unpaid accrued
     deferred sales charge, on the Redemption Date, withhold from
     the  Redemption Price payable to such Unit holder an  amount
     equal to the unpaid portion of the deferred sales charge and
     distribute such amount to the Deferred Sales Charge Account.
     If  the Trust is terminated for reasons other than that  set
     forth  in Section 6.01(g), the Trustee shall, if so provided
     in  the  related Prospectus on the termination of the Trust,
     withhold from the proceeds payable to Unit holders an amount
     equal to the unpaid portion of the deferred sales charge and
     distribute such amount to the Deferred Sales Charge Account.
     If  the Trust is terminated pursuant to Section 6.01(g), the
     Trustee shall not withhold from the proceeds payable to Unit
     holders  any  amounts of unpaid deferred sales charges.   If
     pursuant  to  Section  5.02  hereof,  the  Depositor   shall
     purchase a Unit tendered for redemption prior to the payment
     in  full  of  the deferred sales charge due on the  tendered
     Unit,  the Depositor shall pay to the Unit holder the amount
     specified  under  Section  5.02, which  amount,  except  for
     situations in which the Trust Fund Evaluation determined  as
     provided  in  Section 5.01 hereof has been  reduced  by  the
     amount of any unpaid accrued deferred sales charge, shall be
     reduced  by the unpaid portion of the deferred sales charge.
     All  advances  made by the Trustee pursuant to this  Section
     shall  be  secured  by  a lien on the  Trust  prior  to  the
     interest  of  the  Unit holders.  If the related  Prospectus
     provides  that the deferred sales charge shall accrue  on  a
     daily  basis,  the  "unpaid portion of  the  deferred  sales
     charge" as used in this paragraph shall mean the accrued and
     unpaid deferred sales charge as of the date of redemption or
     termination, as appropriate.  The Depositor represents  that
     the price paid by any Unit holder for Units acquired through
     reinvestment of Trust distributions will be reduced  by  the
     aggregate amount of unpaid deferred sales charge at the time
     of  the purchase to off set any subsequent collection by the
     Depositor  of deferred sales charge in respect of the  Units
     so acquired."

     AA.   Notwithstanding anything to the contrary  in  Sections
3.15  and 4.05 of the Standard Terms and Conditions of Trust,  so
long  as Nike Securities L.P. is acting as Depositor, the Trustee
shall have no power to remove the Portfolio Supervisor.

     BB.  The following Section 3.16 shall be added:

     Section  3.16.   Creation  and  Development  Fee.   If   the
prospectus  related  to  the  Trust  specifies  a  creation   and
development  fee, the Trustee shall, on such date  or  dates  set
forth  in  the Prospectus for a Trust withdraw from  the  Capital
Account,  an  amount  equal  to either  the  accrued  and  unpaid
creation and development fee as of such date (for Trusts in which
the   applicable  Prospectus  provides  that  the  creation   and
development  accrue on a daily basis) or the entire creation  and
development  fee  (for Trusts in which the applicable  Prospectus
provides that the creation and development fee be assessed at the
conclusion  of the primary offering period, as certified  by  the
Depositor to the Trustee) and credit such amount to a special non-
Trust  account  designated  by the Depositor  out  of  which  the
creation and development fee will be distributed to the Depositor
(the  "Creation and Development Account").  For Trusts  in  which
the  applicable  Prospectus provides for  daily  accrual  of  the
creation  and  development fee, the creation and development  fee
will  accrue on a daily basis at an annual rate as set  forth  in
such  Prospectus  for  the Trust based on  a  percentage  of  the
average daily net asset value of the Trust.  For Trusts in  which
the  applicable Prospectus provides that the entire creation  and
development fee will be assessed at the conclusion of the primary
offering  period, the reimbursement provided for in this  section
shall  be  for  the  account of Unit holders  of  record  at  the
conclusion  of  the  primary offering period and  shall  have  no
effect on the net asset value of Trust Units prior to such  date.
If  the  balance in the Capital Account is insufficient  to  make
such withdrawal, the Trustee shall, as directed by the Depositor,
advance  funds  in  an  amount  required  to  fund  the  proposed
withdrawal and be entitled to reimbursement of such advance  upon
the  deposit of additional monies in the Capital Account,  and/or
sell  Securities and credit the proceeds thereof to the  Creation
and  Development Account, provided, however, that  the  aggregate
amount  advanced by the Trustee at any time for  payment  of  the
creation  and  development fee shall not  exceed  $15,000.   Such
direction  shall, if the Trustee is directed to sell a  Security,
identify the Security to be sold and include instructions  as  to
the execution of such sale.  In the absence of such direction  by
the  Depositor, the Trustee shall sell Securities  sufficient  to
pay  the  creation  and  development fee  (and  any  unreimbursed
advance then outstanding) in full, and shall select Securities to
be   sold  in  such  manner  as  will  maintain  (to  the  extent
practicable) the relative proportion of number of shares of  each
Security then held.  The proceeds of such sales, less any amounts
paid  to  the Trustee in reimbursement of its advances, shall  be
credited to the Creation and Development Account. If the Trust is
terminated pursuant to Section 6.01(g), the Depositor  agrees  to
reimburse  Unitholders  for  any  amounts  of  the  Creation  and
Development  Fee collected by the Depositor to which  it  is  not
entitled.  All  advances  made by the Trustee  pursuant  to  this
Section  shall  be secured by a lien on the Trust  prior  to  the
interest  of  Unit holders.  Notwithstanding the  foregoing,  the
Depositor   shall  not  receive  any  amount  of   Creation   and
Development Fee which exceeds the maximum amount per Unit  stated
in the Prospectus.  For Trusts in which the applicable Prospectus
provides  for daily accrual of the creation and development  fee,
the  Depositor  shall  notify the Trustee,  not  later  than  ten
business   days  prior  to  the  date  on  which  the   Depositor
anticipates   that  the  maximum  amount  of  the  creation   and
development  fee the Depositor may receive has been  accrued  and
shall  also  notify the Trustee as of the date when  the  maximum
amount of the creation and development fee has been accrued.  The
Trustee shall have no responsibility or liability for damages  or
loss resulting from any error in the information in the preceding
sentence.   The Depositor agrees to reimburse the Trust  and  any
Unit  holder  any  amount  of Creation  and  Development  Fee  it
receives which exceeds the amount which the Depositor may receive
under applicable laws, regulations and rules."

     CC.   Article  III of the Standard Terms and  Conditions  of
Trust is hereby amended by adding the following new Section 3.17:

     "Section  3.17.   Foreign  Currency  Exchange.   Unless  the
     Depositor   shall  otherwise  direct,  whenever  funds   are
     received  by  the  Trustee  in foreign  currency,  upon  the
     receipt  thereof  or, if such funds are to  be  received  in
     respect  of  a  sale  of Securities, concurrently  with  the
     contract  of  the sale for the Security (in the latter  case
     the  foreign  exchange contract to have  a  settlement  date
     coincident  with  the  relevant contract  of  sale  for  the
     Security),  the Trustee shall enter into a foreign  exchange
     contract  for  the conversion of such funds to U.S.  dollars
     pursuant  to the instruction of the Depositor.  The  Trustee
     shall  have  no  liability  for  any  loss  or  depreciation
     resulting from action taken pursuant to such instruction."

     DD.   Article  IV,  Section 4.01 of the Standard  Terms  and
Conditions of Trust is hereby amended in the following manner:

          1.   Section 4.01(b) is hereby amended by deleting that
     portion of the first sentence appearing after the colon  and
     the  entire  second  sentence and replacing  them  in  their
     entirety with the following:

               "if  the  Securities are listed on a national
          or foreign securities exchange or The Nasdaq Stock
          Market,  such Evaluation shall generally be  based
          on  the  closing  sale price on  the  exchange  or
          system  which  is  the principal market  therefor,
          which  shall  be deemed to be the New  York  Stock
          Exchange  if  the  Securities are  listed  thereon
          (unless    the   Evaluator   deems   such    price
          inappropriate  as a basis for evaluation),  or  if
          there is no closing sale price on such exchange or
          system,  at  the  closing  ask  prices.   If   the
          Securities are not so listed or, if so listed  and
          the principal market therefor is other than on  an
          exchange, the evaluation shall generally be  based
          on  the  current ask price on the over-the-counter
          market  (unless it is determined that these prices
          are inappropriate as a basis for evaluation).   If
          current ask prices are unavailable, the evaluation
          is  generally  determined  (a)  on  the  basis  of
          current ask prices for comparable securities,  (b)
          by  appraising the value of the Securities on  the
          ask  side of the market or (c) any combination  of
          the above.  If such prices are in a currency other
          than U.S. dollars, the Evaluation of such Security
          shall  be  converted  to  U.S.  dollars  based  on
          current  offering side exchange rates, unless  the
          Security  is in the form of an American Depositary
          Share  or  Receipt, in which case the  Evaluations
          shall be based upon the U.S. dollar prices in  the
          market  for American Depositary Shares or Receipts
          (unless   the   Evaluator   deems   such    prices
          inappropriate as a basis for valuation).  As  used
          herein,  the closing sale price is deemed to  mean
          the most recent closing sale price on the relevant
          securities  exchange  immediately  prior  to   the
          Evaluation time."

          2.     Section  4.01(c)  is  hereby  deleted   and
     replaced in its entirety with the following:

               "(c)  After  the initial offering period  and
          both during and after the initial offering period,
          for   purposes  of  the  Trust  Fund   Evaluations
          required by Section 5.01 in determining Redemption
          Value and Unit Value, Evaluation of the Securities
          shall  be made in the manner described in  Section
          4.01(b),  on the basis of current bid  prices  for
          Zero  Coupon  Obligations (if  any),the  bid  side
          value  of  the  relevant  currency  exchange  rate
          expressed  in  U.S. dollars and, except  in  those
          cases in which the Equity Securities are listed on
          a  national or foreign securities exchange or  The
          Nasdaq  Stock Market and the closing  sale  prices
          are  utilized,  on the basis of  the  current  bid
          prices of the Equity Securities.  In addition, the
          Evaluator  shall  reduce the  Evaluation  of  each
          Security  by  the amount of any liquidation  costs
          (other  than  brokerage  costs  incurred  on   any
          national  securities  exchange)  and  any  capital
          gains  or  other taxes which would be incurred  by
          the  Trust  upon  the sale of such Security,  such
          taxes being computed as if the Security were  sold
          on the date of the Evaluation."

     EE.  The first sentence of Section 4.03. shall be amended to
read as follows:

     "As  compensation  for providing evaluation  services  under
this  Indenture, the Evaluator shall receive, in arrears, against
a  statement  or  statements therefor submitted  to  the  Trustee
monthly  or annually an aggregate annual fee equal to the  amount
specified  as  compensation  for  the  Evaluator  in  the   Trust
Agreement,  calculated  based  on the  largest  number  of  Units
outstanding  during the calendar year except during  the  initial
offering  period as determined in Section 4.01 of this Indenture,
in  which case the fee is calculated based on the largest  number
of Units outstanding during the period for which the compensation
is paid (such annual fee to be pro rated for any calendar year in
which  the Evaluator provides services during less than the whole
of  such  year).  Such compensation may, from time  to  time,  be
adjusted provided that the total adjustment upward does  not,  at
the  time of such adjustment, exceed the percentage of the  total
increase, after the date hereof, in consumer prices for  services
as  measured  by  the United States Department of Labor  Consumer
Price  Index  entitled "All Services Less  Rent  of  Shelter"  or
similar index, if such index should no longer be published.   The
consent or concurrence of any Unit holder hereunder shall not  be
required  for any such adjustment or increase.  Such compensation
shall  be  paid by the Trustee, upon receipt of invoice  therefor
from  the Evaluator, upon which, as to the cost incurred  by  the
Evaluator  of providing services hereunder the Trustee may  rely,
and  shall be charged against the Income and/or Capital Accounts,
in accordance with Section 3.05."

     FF.  Section 5.01 is hereby amended to add the following  at
the conclusion of the first paragraph thereof:

           "Amounts receivable by the Trust in a foreign currency
     shall  be  reported to the Evaluator who shall  convert  the
     same to U.S. dollars based on current exchange rates, in the
     same  manner  as provided in Section 4.01(b) or 4.01(c),  as
     applicable, for the conversion of the valuation  of  foreign
     Equity  Securities,  and  the Evaluator  shall  report  such
     conversion  with  each Evaluation made pursuant  to  Section
     4.01."

     GG.   Section  5.01 of the Standard Terms and Conditions  of
Trust shall be amended as follows:

      (i)   The second sentence of the first paragraph of Section
5.01  shall  be  amended by deleting the phrase "and  (iii)"  and
adding  the following "(iii) amounts representing unpaid  accrued
organization  costs, (iv) if the Prospectus for a Trust  provides
that  the creation and development fee, if any, accrue on a daily
basis,   amounts   representing  unpaid  accrued   creation   and
development fees, (v) if the Prospectus for a Trust provides that
the  deferred sales charge shall accrue on a daily basis, amounts
representing unpaid accrued deferred sales charge, and (vi)"; and

     (ii)  The following text shall immediately precede the last
sentence of the first paragraph of Section 5.01:

          "Prior   to  the  payment  to  the  Depositor  of   its
          reimbursable  organization costs  to  be  made  at  the
          conclusion  of  the  Organization  Expense  Period   in
          accordance   with   Section  3.01,  for   purposes   of
          determining  the  Trust  Fund  Evaluation  under   this
          Section  5.01, the Trustee shall rely upon the  amounts
          representing unpaid accrued organization costs  in  the
          estimated  amount per Unit set forth in the  Prospectus
          until  such time as the Depositor notifies the  Trustee
          in  writing  of  a  revised estimated amount  per  Unit
          representing unpaid accrued organization  costs.   Upon
          receipt  of  such notice, the Trustee  shall  use  this
          revised  estimated amount per Unit representing  unpaid
          accrued  organization  costs in determining  the  Trust
          Fund  Evaluation  but such revision  of  the  estimated
          expenses  shall  not  effect  calculations  made  prior
          thereto  and  no  adjustment shall be made  in  respect
          thereof."

     HH.    Section 5.02 of the Standard Terms and Conditions  of
Trust  is  amended  by  adding  the following  after  the  second
paragraph of such section:

          "Notwithstanding  anything herein to the  contrary,  in
     the  event that any tender of Units pursuant to this Section
     5.02  would result in the disposition by the Trustee of less
     than a whole Security, the Trustee shall distribute cash  in
     lieu  thereof  and sell such Securities as directed  by  the
     Sponsors as required to make such cash available.

          Subject to the restrictions set forth in the Prospectus
     of  a Trust, Unit holders of a Trust who redeem that minimum
     number of Units of a Trust set forth in Part II of the Trust
     Agreement  may request a distribution in kind  of  (i)  such
     Unit holder's pro rata portion of each of the Securities  in
     such  Trust,  in whole shares, and (ii) cash equal  to  such
     Unit  holder's  pro rata portion of the Income  and  Capital
     Accounts  as  follows:  (x) a pro rata portion  of  the  net
     proceeds   of  sale  of  the  Securities  representing   any
     fractional  shares included in such Unit holder's  pro  rata
     share  of  the  Securities and (y) such other  cash  as  may
     properly be included in such Unit holder's pro rata share of
     the  sum  of  the cash balances of the Income and  Principal
     Accounts in an amount equal to the Unit Value determined  on
     the basis of a Trust Fund Evaluation made in accordance with
     Section 5.01 determined by the Trustee on the date of tender
     less  amounts determined in clauses (i) and (ii)(x) of  this
     Section.   Subject to Section 5.05 with respect to  Rollover
     Unit  holders,  to  the  extent possible,  distributions  of
     Securities pursuant to an in kind redemption of Units  shall
     be  made by the Trustee through the distribution of each  of
     the Securities in book-entry form to the account of the Unit
     holder's  bank  or  broker-dealer at  the  Depository  Trust
     Company.   Any  distribution in  kind  will  be  reduced  by
     customary transfer and registration charges."

    II.   The following Section 5.05 shall be added:

          "Section  5.05.   Rollover  of  Units.   (a)   If   the
     Depositor  shall offer a subsequent series  of  the  Trusts,
     (the  "New  Series"), the Trustee shall, at the  Depositor's
     sole  cost and expense, include in the notice sent  to  Unit
     holders specified in Section 8.02 a form of election whereby
     Unit  holders, whose redemption distribution would be in  an
     amount  sufficient to purchase at least one Unit of the  New
     Series, may elect to have their Unit(s) redeemed in kind  in
     the manner provided in Section 5.02, the Securities included
     in  the  redemption distribution sold, and the cash proceeds
     applied by the Distribution Agent to purchase Units of a New
     Series,  all  as  hereinafter provided.  The  Trustee  shall
     honor  properly  completed election forms  returned  to  the
     Trustee,  accompanied  by any Certificate  evidencing  Units
     tendered  for redemption or a properly completed  redemption
     request  with respect to uncertificated Units, by its  close
     of  business on the Rollover Notification Date.  The  notice
     and  form of election to be sent to Unit holders in  respect
     of  any redemption and purchase of Units of a New Series  as
     provided in this section shall be in such form and shall  be
     sent at such time or times as the Depositor shall direct the
     Trustee   in   writing  and  the  Trustee  shall   have   no
     responsibility  therefor.   The  Distributions  Agent   acts
     solely  as disbursing agent in connection with purchases  of
     Units  pursuant to this Section and nothing herein shall  be
     deemed to constitute the Distribution Agent a broker in such
     transactions

          All  Units  so  tendered by a Unit holder (a  "Rollover
     Unit  holder")  shall be redeemed and cancelled  during  the
     Special  Redemption and Liquidation Period on such  date  or
     dates  specified by Depositor.  Subject to payment  by  such
     Rollover  Unit  holder  of  any tax  or  other  governmental
     charges which may be imposed thereon, such redemption is  to
     be  made in kind pursuant to Section 5.02 by distribution of
     cash  and/or  Securities to the Distribution  Agent  on  the
     redemption date equal to the net asset value (determined  on
     the  basis of the Trust Fund Evaluation as of the redemption
     date  in  accordance with Section 4.01)  multiplied  by  the
     number  of Units being redeemed (herein called the "Rollover
     Distribution").  Any Securities that are made  part  of  the
     Rollover  Distribution shall be valued for purposes  of  the
     redemption distribution as of the redemption date.

          All  Securities  included in a Unit  holder's  Rollover
     Distribution shall be sold by the Distribution Agent  during
     the  Special Redemption and Liquidation Period specified  in
     the  Prospectus  pursuant to the Depositor's direction,  and
     the  Distribution Agent shall, unless directed otherwise  by
     the  Depositor, employ the Depositor as broker in connection
     with such sales.  For such brokerage services, the Depositor
     shall  be  entitled to compensation at its customary  rates,
     provided however, that its compensation shall not exceed the
     amount   authorized  by  applicable  securities   laws   and
     regulations.  The Depositor shall direct that sales be  made
     in   accordance  with  the  guidelines  set  forth  in   the
     Prospectus    under   the   heading   "Special   Redemption,
     Liquidation  and  Investment in a New  Trust."   Should  the
     Depositor fail to provide direction, the Distribution  Agent
     shall  sell  the  Securities in the manner provided  in  the
     prospectus.    The   Distribution  Agent   shall   have   no
     responsibility  for  any  loss or depreciation  incurred  by
     reason of any sale made pursuant to this Section.

          Upon completion of all sales of Securities included  in
     the   Rollover  Unit  holder's  Rollover  Distribution,  the
     Distribution  Agent shall, as agent for such  Rollover  Unit
     holder, enter into a contract with the Depositor to purchase
     from  the Depositor Units of a New Series (if any),  at  the
     Depositor's  public offering price for such  Units  on  such
     day,  and at such reduced sales charge as shall be described
     in  the  prospectus  for such Trust.   Such  contract  shall
     provide for purchase of the maximum number of Units of a New
     Series  whose  purchase price is equal to or less  than  the
     cash  proceeds held by the Distribution Agent for  the  Unit
     holder   on   such  day  (including  therein  the   proceeds
     anticipated  to be received in respect of Securities  traded
     on  such day net of all brokerage fees, governmental charges
     and  any  other  expenses incurred in connection  with  such
     sale),  to the extent Units are available for purchase  from
     the  Depositor.  In the event a sale of Securities  included
     in  the Rollover Unit holder's redemption distribution shall
     not  be  consummated  in  accordance  with  its  terms,  the
     Distribution  Agent shall apply the cash proceeds  held  for
     such  Unit holder as of the settlement date for the purchase
     of  Units of a New Series to purchase the maximum number  of
     Units which such cash balance will permit, and the Depositor
     agrees that the settlement date for Units whose purchase was
     not  consummated as a result of insufficient funds  will  be
     extended  until cash proceeds from the Rollover Distribution
     are   available  in  a  sufficient  amount  to  settle  such
     purchase.   If the Unit holder's Rollover Distribution  will
     produce  insufficient cash proceeds to purchase all  of  the
     Units  of a New Series contracted for, the Depositor  agrees
     that  the  contract shall be rescinded with respect  to  the
     Units  as  to  which there was a cash shortfall without  any
     liability  to  the Rollover Unit holder or the  Distribution
     Agent.  Any cash balance remaining after such purchase shall
     be distributed within a reasonable time to the Rollover Unit
     holder by check mailed to the address of such Unit holder on
     the registration books of the Trustee. Units of a New Series
     will  be  uncertificated unless and until the Rollover  Unit
     holder  requests  a  certificate.   Any  cash  held  by  the
     Distribution  Agent shall be held in a non-interest  bearing
     account  which will be of benefit to the Distribution  Agent
     in  accordance with normal banking procedures.  Neither  the
     Trustee   nor   the  Distribution  Agent  shall   have   any
     responsibility   or  liability  for  loss  or   depreciation
     resulting from any reinvestment made in accordance with this
     paragraph,  or for any failure to make such reinvestment  in
     the  event  the Depositor does not make Units available  for
     purchase.

          (b)   Notwithstanding the foregoing, the Depositor may,
     in  its discretion at any time, decide not to offer any  new
     Trust  Series  in the future, and if so, this  Section  5.05
     concerning the Rollover of Units shall be inoperative.

          (c)   The Distribution Agent shall receive no fees  for
     performing  its  duties hereunder.  The  Distribution  Agent
     shall,  however, be entitled to receive indemnification  and
     reimbursement  from the Trust for any and all  expenses  and
     disbursements to the same extent as the Trustee is permitted
     reimbursement hereunder."

     JJ.   Paragraph  (e) of Section 6.01 of Article  VI  of  the
Standard  Terms  and Conditions of Trust is amended  to  read  as
follows:

          "(e)  (I)   Subject to the provisions of  subparagraphs
     (II)  and  (III) of this paragraph, the Trustee  may  employ
     agents,  sub-custodians, attorneys, accountants and auditors
     and shall not be answerable for the default or misconduct of
     any  such agents, sub-custodians, attorneys, accountants  or
     auditors   if   such   agents,  sub-custodians,   attorneys,
     accountants  or  auditors  shall  have  been  selected  with
     reasonable  care.  The Trustee shall be fully  protected  in
     respect of any action under this Indenture taken or suffered
     in  good faith by the Trustee in accordance with the opinion
     of counsel, which may be counsel to the Depositor acceptable
     to  the Trustee, provided, however, that this disclaimer  of
     liability  shall  not  (i)  excuse  the  Trustee  from   the
     responsibilities  specified  in  subparagraph  II  below  or
     (ii)  limit  the obligation of the Trustee to indemnify  the
     Trust  under subparagraph III below.  The fees and  expenses
     charged   by   such   agents,   sub-custodians,   attorneys,
     accountants or auditors shall constitute an expense  of  the
     Trust  reimbursable from the Income and Capital Accounts  of
     the affected Trust as set forth in section 6.04 hereof.

          (II) The Trustee may place and maintain in the care  of
     an  eligible  foreign custodian (which is  employed  by  the
     Trustee  as  a sub-custodian as contemplated by subparagraph
     (I)  of this paragraph (e) and which may be an affiliate  or
     subsidiary of the Trustee or any other entity in  which  the
     Trustee  may  have an ownership Income) the Trust's  foreign
     securities, cash and cash equivalents in amounts  reasonably
     necessary   to   effect  the  Trust's   foreign   securities
     transactions,  provided that the Trustee  hereby  agrees  to
     perform  all  the duties assigned by rule 17f-5  as  now  in
     effect  or as it may be amended in the future, to the boards
     of  management  investment companies.  The Trustee's  duties
     under the preceding sentence will not be delegated.

          As used in this subparagraph (II),

                (1)   "foreign  securities" include:   securities
     issued  and  sold primarily outside the United States  by  a
     foreign government, a national of any foreign country  or  a
     corporation or other organization incorporated or  organized
     under  the laws of any foreign country and securities issued
     or  guaranteed by the government of the United States or  by
     any  state  or any political subdivision thereof or  by  any
     agency thereof or by any entity organized under the laws  of
     the  United States or of any state thereof which  have  been
     issued and sold primarily outside the United States.

               (2)  "eligible foreign custodian" means

                (a)   The  following securities depositories  and
     clearing  agencies which operate transnational  systems  for
     the  central  handling  of  securities  or  equivalent  book
     entries which, by appropriate exemptive order issued by  the
     Securities  and Exchange Commission, have been qualified  as
     eligible  foreign custodians for the Trust but only  for  so
     long  as  such exemptive order continues in effect:   Morgan
     Guaranty  Trust Company of New York, Brussels,  Belgium,  in
     its   capacity   as   operator  of  the   Euroclear   System
     ("Euroclear"), and Cedel Bank S.A. ("CEDEL").

                (b)   Any  other  entity  that  shall  have  been
     qualified  as an eligible foreign custodian for the  foreign
     securities  of  the  Trust  by the Securities  and  Exchange
     Commission   by  exemptive order, rule or other  appropriate
     action,  commencing on such date as it shall  have  been  so
     qualified but only for so long as such exemptive order, rule
     or other appropriate action continues in effect.

                (III)     The Trustee will indemnify and hold the
     Trust  harmless  from and against any loss  occurring  as  a
     result   of   an   eligible  foreign   custodian's   willful
     misfeasance,  reckless  disregard,  bad  faith,   or   gross
     negligence in performing custodial duties."

    KK.   Paragraph (g) of Section 6.01 of the Standard Terms and
Conditions of Trust is hereby amended by inserting the  following
after the first word thereof:

          "(i)  the  value of any Trust as shown by an evaluation
     by the Trustee pursuant to Section 5.01 hereof shall be less
     than  the  lower of $2,000,000 or 20% of the total value  of
     Securities  deposited  in  such  Trust  during  the  initial
     offering period, or (ii)"

     LL.  Section 6.01(i) of the Standard Terms and Conditions of
Trust  shall  be  deleted in its entirety and replaced  with  the
following:

           "(i)  No  payment to a Depositor or to  any  principal
underwriter  (as defined in the Investment Company Act  of  1940)
for  the  Trust  or to any affiliated person (as so  defined)  or
agent  of  a  Depositor or such underwriter shall be allowed  the
Trustee  as  an expense except (a) for payment of such reasonable
amounts  as the Securities and Exchange Commission may  prescribe
as    compensation   for   performing   bookkeeping   and   other
administrative services of a character normally performed by  the
Trustee,   and  (b)  such  other  amounts  permitted  under   the
Investment Company Act of 1940."

     MM.   The  third paragraph of Section 6.02 of  the  Standard
Terms  and  Conditions of Trust shall be deleted in its  entirety
and replaced with the following:



     "If  provided for in the Prospectus for a Trust, the Trustee
shall pay, or reimburse to the Depositor, the expenses related to
the updating of the Trusts registration statement, to the extent
of  legal fees, typesetting fees, electronic filing expenses  and
regulatory  filing fees.  Such expenses shall be  paid  from  the
Income Account, or to the extent funds are not available in  such
Account, from the Capital Account, against an invoice or invoices
therefor   presented  to  the  Trustee  by  the  Depositor.    By
presenting  such  invoice or invoices,  the  Depositor  shall  be
deemed  to  certify,  upon  which certification  the  Trustee  is
authorized conclusively to rely, that the amounts claimed therein
are  properly payable pursuant to this paragraph.  The  Depositor
shall  provide  the Trustee, from time to time as  requested,  an
estimate of the amount of such expenses, which the Trustee  shall
use  for the purpose of estimating the accrual of Trust expenses.
The  amount paid by the Trust pursuant to this paragraph in  each
year  shall  be  separately identified in  the  annual  statement
provided  to Unit holders.  The Depositor shall assure  that  the
Prospectus  for the Trust contains such disclosure  as  shall  be
necessary  to  permit  payment  by  the  Trust  of  the  expenses
contemplated  by  this  paragraph  under  applicable   laws   and
regulations.

     The  provisions  of  this  paragraph  shall  not  limit  the
authority of the Trustee to pay, or reimburse to the Depositor or
others, such other or additional expenses as may be determined to
be  payable  from the Trust as provided in Section  6.02  of  the
Standard Terms and Conditions of Trust."

     NN.   The  first sentence of the second paragraph of Section
6.04  shall  be amended to include the phrase "license  fees,  if
any,"  immediately  after the reference  to  legal  and  auditing
expenses.

     OO.  The third sentence of paragraph (a) of Section 6.05  of
the  Standard Terms and Conditions of Trust shall be replaced  in
its entirety by the following:

     "The Depositor may remove the Trustee at any time with or
without cause and appoint a successor Trustee by written
instrument or instruments delivered not less than sixty days
prior to the effective date of such removal and appointment to
the Trustee so removed and to the successor Trustee."

     PP.   Section  8.02 of the Standard Terms and Conditions  of
Trust shall be amended as follows:

          (i)   The fourth sentence of the second paragraph shall
     be deleted and replaced with the following:

          "The Trustee will honor duly executed requests for  in-
     kind  distributions received (accompanied  by  the  electing
     Unit  holder's  Certificate, if  issued)  by  the  close  of
     business   ten   business  days  prior  to   the   Mandatory
     Termination Date."

          (ii)   The first sentence of the fourth paragraph shall
     be deleted and replaced with the following:

          "Commencing no earlier than the business day  following
     that  date on which Unit holders must submit to the  Trustee
     notice  of  their request to receive an in-kind distribution
     of Securities at termination, the Trustee will liquidate the
     Securities  not segregated for in-kind distributions  during
     such period and in such daily amounts as the Depositor shall
     direct."

     IN   WITNESS  WHEREOF,  Nike  Securities  L.P.,  The   Chase
Manhattan  Bank  and First Trust Advisors L.P. have  each  caused
this  Trust Agreement to be executed and the respective corporate
seal  to  be  hereto  affixed  and attested  (if  applicable)  by
authorized  officers;  all as of the day, month  and  year  first
above written.

                                    NIKE SECURITIES L.P.,
                                       Depositor


                                    By     Robert M. Porcellino
                                           Senior Vice President



                                    THE CHASE MANHATTAN BANK,
                                       Trustee


                                    By      Rosalia Raviele
                                            Vice President
[SEAL]

ATTEST:

Joan Currie
Assistant Treasurer


                                    FIRST TRUST ADVISORS L.P.,
                                       Evaluator


                                    By     Robert M. Porcellino
                                           Senior Vice President



                                    FIRST TRUST ADVISORS L.P.,
                                          Portfolio Supervisor


                                    By     Robert M. Porcellino
                                           Senior Vice President

                  SCHEDULE A TO TRUST AGREEMENT

                 Securities Initially Deposited
                             FT 408

     (Note:   Incorporated herein and made a part hereof for  the
Trust is the "Schedule of Investments" for the Trust as set forth
in the Prospectus.)








                       CHAPMAN AND CUTLER
                     111 WEST MONROE STREET
                    CHICAGO, ILLINOIS  60603



                         April 19, 2000




Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois  60532


     Re:                         FT 408

Gentlemen:

     We  have  served  as  counsel for Nike Securities  L.P.,  as
Sponsor   and  Depositor  of  FT  408  in  connection  with   the
preparation,  execution and delivery of a Trust  Agreement  dated
April  19,  2000  among Nike Securities L.P., as  Depositor,  The
Chase Manhattan Bank, as Trustee and First Trust Advisors L.P. as
Evaluator  and  Portfolio  Supervisor,  pursuant  to  which   the
Depositor has delivered to and deposited the Securities listed in
Schedule  A to the Trust Agreement with the Trustee and  pursuant
to  which  the  Trustee has issued to or  on  the  order  of  the
Depositor  a  certificate or certificates representing  units  of
fractional  undivided  interest in  and  ownership  of  the  Fund
created under said Trust Agreement.

     In  connection  therewith, we have examined  such  pertinent
records  and  documents  and matters of law  as  we  have  deemed
necessary  in  order  to  enable  us  to  express  the   opinions
hereinafter set forth.

     Based upon the foregoing, we are of the opinion that:

     1.   the  execution and delivery of the Trust Agreement  and
the  execution and issuance of certificates evidencing the  Units
in the Fund have been duly authorized; and

     2.   the certificates evidencing the Units in the Fund  when
duly  executed and delivered by the Depositor and the Trustee  in
accordance   with   the  aforementioned  Trust  Agreement,   will
constitute  valid  and binding obligations of the  Fund  and  the
Depositor in accordance with the terms thereof.

     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit  to  the  Registration  Statement  (File  No.  333-34446)
relating  to the Units referred to above, to the use of our  name
and  to  the reference to our firm in said Registration Statement
and in the related Prospectus.
                                  Respectfully submitted,


                                  CHAPMAN AND CUTLER
EFF:erg




                       CHAPMAN AND CUTLER
                     111 WEST MONROE STREET
                    CHICAGO, ILLINOIS  60603



                         April 19, 2000



Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois  60532

The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York  10004-2413


     Re:                         FT 408

Gentlemen:

     We have acted as counsel for Nike Securities L.P., Depositor
of  FT 408 (the "Fund"), in connection with the issuance of units
of  fractional undivided interest in the Trust of said Fund  (the
"Trust"),  under  a Trust Agreement, dated April  19,  2000  (the
"Indenture"), among Nike Securities L.P., as Depositor, The Chase
Manhattan  Bank,  as Trustee and First Trust  Advisors  L.P.,  as
Evaluator and Portfolio Supervisor.

     In  this  connection,  we  have  examined  the  Registration
Statement, the form of Prospectus proposed to be filed  with  the
Securities and Exchange Commission, the Indenture and such  other
instruments and documents we have deemed pertinent.  The opinions
expressed herein assume that the Trust will be administered,  and
investments by the Trust from proceeds of subsequent deposits, if
any, will be made, in accordance with the terms of the Indenture.
The  Trust holds Equity Securities as such term is defined in the
Prospectus.   For  purposes  of  the  following  discussion   and
opinion,  it is assumed that each Equity Security is  equity  for
Federal income tax purposes.

     Based  upon the foregoing and upon an investigation of  such
matters  of  law as we consider to be applicable, we are  of  the
opinion  that,  under existing United States Federal  income  tax
law:

       I.    The  Trust  is  not  an  association  taxable  as  a
corporation  for  Federal income tax purposes; each  Unit  holder
will be treated as the owner of a pro rata portion of each of the
assets of the Trust under the Internal Revenue Code of 1986  (the
"Code")  in the proportion that the number of Units held  by  him
bears to the total number of Units outstanding; under Subpart  E,
Subchapter  J of Chapter 1 of the Code, income of the Trust  will
be  treated  as  income  of the Unit holders  in  the  proportion
described above; and an item of Trust income will have  the  same
character in the hands of a Unit holder as it would have  in  the
hands  of  the  Trustee.  Each Unit holder will be considered  to
have  received  his  pro rata share of income derived  from  each
Trust asset when such income is considered to be received by  the
Trust.

     II.    The price a Unit holder pays for his Units, generally
including sales charges, is allocated among his pro rata  portion
of  each Equity Security held by the Trust (in proportion to  the
fair  market values thereof on the valuation date closest to  the
date  the  Unit holder purchases his Units) in order to determine
his  tax  basis for his pro rata portion of each Equity  Security
held  by  the  Trust.  For Federal income tax  purposes,  a  Unit
holder's pro rata portion of distributions of cash or property by
a  corporation with respect to an Equity Security ("dividends" as
defined by Section 316 of the Code) is taxable as ordinary income
to  the  extent  of  such corporation's current  and  accumulated
"earnings  and  profits."  A Unit holder's pro  rata  portion  of
dividends paid on such Equity Security which exceeds such current
and  accumulated earnings and profits will first  reduce  a  Unit
holder's  tax  basis in such Equity Security, and to  the  extent
that  such  dividends exceed a Unit holder's tax  basis  in  such
Equity  Security  shall  be treated as  gain  from  the  sale  or
exchange of property.

    III.    Gain  or  loss will be recognized to  a  Unit  holder
(subject  to  various nonrecognition provisions under  the  Code)
upon redemption or sale of his Units, except to the extent an  in
kind  distribution of stock is received by such Unit holder  from
the  Trust as discussed below.  Such gain or loss is measured  by
comparing  the  proceeds  of such redemption  or  sale  with  the
adjusted basis of his Units.  Before adjustment, such basis would
normally  be  cost if the Unit holder had acquired his  Units  by
purchase.  Such basis will be reduced, but not below zero, by the
Unit  holder's pro rata portion of dividends with respect to each
Equity Security which is not taxable as ordinary income.

     IV.    If the Trustee disposes of a Trust asset (whether  by
sale,  taxable  exchange,  liquidation,  redemption,  payment  on
maturity  or  otherwise) gain or loss will be recognized  to  the
Unit  holder (subject to various nonrecognition provisions  under
the  Code)  and the amount thereof will be measured by  comparing
the  Unit  holder's aliquot share of the total proceeds from  the
transaction  with his basis for his fractional  interest  in  the
asset disposed of.  Such basis is ascertained by apportioning the
tax  basis for his Units (as of the date on which his Units  were
acquired)  among each of the Trust's assets (as of  the  date  on
which  his Units were acquired) ratably according to their values
as  of  the valuation date nearest the date on which he purchased
such  Units.   A  Unit holder's basis in his  Units  and  of  his
fractional interest in each Trust asset must be reduced, but  not
below  zero,  by the Unit holder's pro rata portion of  dividends
with  respect  to each Equity Security which is  not  taxable  as
ordinary income.

     A  domestic  corporation owning Units in the  Trust  may  be
eligible  for  the 70% dividends received deduction  pursuant  to
Section 243(a) of the Code with respect to such Unit holder's pro
rata  portion of dividends received by such Trust (to the  extent
such  dividends  are  taxable as ordinary  income,  as  discussed
above, and are attributable to domestic corporations), subject to
the limitations imposed by Sections 246 and 246A of the Code.

     To   the   extent  dividends  received  by  the  Trust   are
attributable  to  foreign corporations, a corporation  that  owns
Units  will  not be entitled to the dividends received  deduction
with respect to its pro rata portion of such dividends since  the
dividends  received  deduction is generally available  only  with
respect to dividends paid by domestic corporations.

     Section  67  of the Code provides that certain miscellaneous
itemized  deductions,  such as investment  expenses,  tax  return
preparation   fees  and  employee  business  expenses   will   be
deductible by an individual only to the extent they exceed 2%  of
such  individual's adjusted gross income.  Unit  holders  may  be
required  to  treat some or all of the expenses of the  Trust  as
miscellaneous itemized deductions subject to this limitation.

     A  Unit holder will recognize taxable gain (or loss)when all
or  part of the pro rata interest in an Equity Security is either
sold  by the Trust or redeemed or when a Unit holder disposes  of
his  Units  in a taxable transaction, in each case for an  amount
greater (or less) than his tax basis therefor; subject to various
nonrecognition provisions of the Code.

     It  should  be noted that payments to the Trust of dividends
on   Equity   Securities   that  are  attributable   to   foreign
corporations may be subject to foreign withholding taxes and Unit
holders should consult their tax advisers regarding the potential
tax  consequences relating to the payment of any such withholding
taxes  by the Trust.  Any dividends withheld as a result  thereof
will  nevertheless  be  treated as income to  the  Unit  holders.
Because  under the grantor trust rules, an investor is deemed  to
have paid directly his share of foreign taxes that have been paid
or  accrued, if any, an investor may be entitled to a foreign tax
credit  or deduction for United States tax purposes with  respect
to  such  taxes.   The  Taxpayer Relief Act  of  1997  imposes  a
required holding period for such credits.

     Any  gain  or  loss recognized on a sale or  exchange  will,
under current law, generally be capital gain or loss.

     The  scope  of  this  opinion is expressly  limited  to  the
matters  set  forth  herein, and, except as expressly  set  forth
above,  we  express no opinion with respect to any  other  taxes,
including  foreign,  state  or  local  taxes  or  collateral  tax
consequences   with  respect  to  the  purchase,  ownership   and
disposition of Units.

     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit  to  the  Registration  Statement  (File  No.  333-34446)
relating  to the Units referred to above and to the  use  of  our
name  and  to  the  reference to our firm  in  said  Registration
Statement and in the related Prospectus.

                                  Very truly yours,



                                  CHAPMAN AND CUTLER

EFF/erg





                    CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005


                         April 19, 2000



The Chase Manhattan Bank, as Trustee of
FT 408
4 New York Plaza, 6th Floor
New York, New York  10004-3113

Attention:     Mr. Thomas Porazzo
               Vice President


     Re:                         FT 408

Dear Sirs:

     We  are  acting as special counsel with respect to New  York
tax  matters for the unit investment trust or trusts included  in
FT  408  (each,  a  "Trust"), which will be established  under  a
certain Standard Terms and Conditions of Trust dated November 20,
1991,   and  a  related  Trust  Agreement  dated  as   of   today
(collectively,  the "Indenture") among Nike Securities  L.P.,  as
Depositor  (the  "Depositor"),  First  Trust  Advisors  L.P.,  as
Evaluator,  First  Trust Advisors L.P., as Portfolio  Supervisor,
and   The  Chase  Manhattan  Bank  as  Trustee  (the  "Trustee").
Pursuant  to  the  terms of the Indenture,  units  of  fractional
undivided  interest in the Trust (the "Units") will be issued  in
the aggregate number set forth in the Indenture.

     We   have  examined  and  are  familiar  with  originals  or
certified   copies,  or  copies  otherwise  identified   to   our
satisfaction,  of such documents as we have deemed  necessary  or
appropriate  for  the purpose of this opinion.   In  giving  this
opinion,  we have relied upon the two opinions, each dated  today
and  addressed to the Trustee, of Chapman and Cutler, counsel for
the  Depositor,  with respect to the matters  of  law  set  forth
therein.

     Based  upon  the foregoing, we are of the opinion  that  the
Trust will not constitute an association taxable as a corporation
under  New York law, and accordingly will not be subject  to  the
New  York  State  franchise  tax or the  New  York  City  general
corporation tax.

     We  consent  to the filing of this opinion as an exhibit  to
the   Registration  Statement  (No.  333-34446)  filed  with  the
Securities   and   Exchange  Commission  with  respect   to   the
registration  of the sale of the Units and to the  references  to
our  name  in  such  Registration Statement and  the  preliminary
prospectus included therein.

                                    Very truly yours,



                                    CARTER, LEDYARD & MILBURN





                    CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005


                         April 19, 2000



The Chase Manhattan Bank, as Trustee of
  FT 408
4 New York Plaza, 6th Floor
New York, New York 10004-3113

Attention:     Mr. Thomas Porazzo
               Vice President


Re:                              FT 408

Dear Sirs:

     We  are  acting  as  counsel for The  Chase  Manhattan  Bank
("Chase")  in  connection with the execution and  delivery  of  a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust  Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively  referred to herein as the "Indenture")  among  Nike
Securities  L.P.,  as  Depositor (the "Depositor"),  First  Trust
Advisors  L.P.,  as  Evaluator, First  Trust  Advisors  L.P.,  as
Portfolio  Supervisor,  and Chase, as  Trustee  (the  "Trustee"),
establishing the unit investment trust or trusts included  in  FT
408  (each, a "Trust"), and the confirmation by Chase, as Trustee
under  the  Indenture, that it has registered on the registration
books of the Trust the ownership by the Depositor of a number  of
units  constituting  the  entire  interest  in  the  Trust  (such
aggregate  units  being  herein called "Units"),  each  of  which
represents  an undivided interest in the respective  Trust  which
consists  of common stocks (including, confirmations of contracts
for  the purchase of certain stocks not delivered and cash,  cash
equivalents  or an irrevocable letter of credit or a  combination
thereof,  in  the  amount  required for such  purchase  upon  the
receipt  of  such  stocks),  such stocks  being  defined  in  the
Indenture  as  Securities and referenced in the Schedule  to  the
Indenture.

     We   have  examined  the  Indenture,  a  specimen   of   the
certificates  to  be issued thereunder (the "Certificates"),  the
Closing  Memorandum dated today's date, and such other  documents
as  we  have  deemed necessary in order to render  this  opinion.
Based on the foregoing, we are of the opinion that:

     1.    Chase  is  a  duly organized and existing  corporation
having the powers of a Trust Company under the laws of the  State
of New York.

    2.     The  Trust  Agreement  has  been  duly  executed   and
delivered  by Chase and, assuming due execution and  delivery  by
the  other  parties  thereto, constitutes the valid  and  legally
binding obligation of Chase.

    3.    The  Certificates are in proper form for execution  and
delivery by Chase, as Trustee.

    4.    Chase,  as  Trustee, has registered on the registration
books  of  the Trust the ownership of the Units by the Depositor.
Upon  receipt  of  confirmation  of  the  effectiveness  of   the
registration statement for the sale of the Units filed  with  the
Securities  and Exchange Commission under the Securities  Act  of
1933,  the Trustee may cause the Units to be transferred  on  the
registration books of the Trust to, and registered in, such other
names, and in such denominations, as the Depositor may order, and
may deliver, unless the Indenture provides that the Units will be
uncertificated, Certificates evidencing such ownership.

    In  rendering the foregoing opinion, we have not  considered,
among  other  things,  whether  the  Securities  have  been  duly
authorized and delivered.

                                       Very truly yours,


                                       CARTER, LEDYARD & MILBURN





First Trust Advisors L.P.
1001 Warrenville Road
Lisle, Illinois  60532




April 19, 2000


Nike Securities L.P.
1001 Warrenville Road
Lisle, IL  60532

Re:  FT 408

Gentlemen:

     We  have  examined the Registration Statement File No.  333-
34446 for the above captioned fund.  We hereby consent to the use
in  the  Registration Statement of the references to First  Trust
Advisors L.P. as evaluator.

     You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.

Sincerely,

First Trust Advisors L.P.



Robert M. Porcellino
Senior Vice President




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